Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Reiner Andres
   2. Issuer Name and Ticker or Trading Symbol
PROS Holdings, Inc. [PRO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
3100 MAIN STREET, SUITE 900		 3. Date of Earliest Transaction (Month/Day/Year)
02/11/2014
(Street)

HOUSTON, TX 77002		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 02/11/2014   A   36,900     (2)   (2) Common Stock 36,900 $ 0 193,150 (3) D  
Performance Units (4) 02/11/2014   A   73,800   01/01/2017 01/01/2017 Common Stock 73,800 $ 0 173,800 (5) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Reiner Andres
3100 MAIN STREET
SUITE 900
HOUSTON, TX 77002		       President and CEO  

Signatures

 Damian Olthoff, attorney-in-fact for Andres D. Reiner   02/13/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.
(2) This restricted stock unit grant was awarded on February 11, 2014 in the amount of 36,900 units that will vest annually, in equal installments on January 1st of each year over a four year period.
(3) Includes:(i) 7,500 unvested restricted stock units of which the last installment will vest on Feb 24, 2014 and is associated with a Mar 9, 2010 grant; (ii) 12,500 unvested restricted stock units of which the last installment will vest on Dec 14, 2014, and is associated with a Dec 14, 2010 grant; (iii) 17,500 unvested restricted stock units which will vest in equal installments on May 10, 2014 and May 10, 2015, and is associated with a May 10, 2011 grant; (iv) 40,000 unvested restricted stock units which will vest in equal installments on Jan 1, 2015 and Jan 1, 2016, and is associated with a Feb 14, 2012 grant; (v) 78,750 unvested restricted stock units which will vest in equal installments on Jan 1, 2015, Jan 1, 2016 and Jan 1, 2017, and is associated with a Jan 18, 2013 grant; and (vi) 36,900 restricted stock units which will vest in equal installments over the next four years on Jan 1st and is associated with the Feb 11, 2014 grant.
(4) One share of PROS Holdings, Inc. common stock will be issued for each performance share that vests.
(5) Includes (i) 100,000 performance shares (market share units) which will vest on January 1, 2016 associated with the February 25, 2013 grant; and (ii) 73,800 performance shares (market share units) which will vest on January 1, 2016 associated with the February 11, 2014 grant. Both grants described above assume the maximum shares awarded.

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