Edgar Filing: PROS Holdings, Inc.

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

TA ASSOCIATES INC

2. Issuer Name and Ticker or Trading Symbol
PROS Holdings, Inc. [PRO]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See Remarks

(Last)

(First)

(Middle)

JOHN HANCOCK TOWER, 200 CLARENDON ST., 56TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
07/03/2007

(Street)

BOSTON, MA 02116

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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
Common Stock	07/03/2007		S		1,260,049	D	$ 10.23	6,090,671 ⁽¹⁾ ⁽²⁾	I	See Footnote ⁽¹⁾ ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TA ASSOCIATES INC JOHN HANCOCK TOWER 200 CLARENDON ST., 56TH FLOOR BOSTON, MA 02116	X			See Remarks
ADVENT ATLANTIC & PACIFIC III LP JOHN HANCOCK TOWER 200 CLARENDON STREET, 56TH FLOOR BOSTON, MA 02116	X			See Remarks
TA ASSOCIATES AAP III PARTNERS JOHN HANCOCK TOWER 200 CLARENDON STREET, 56TH FLOOR BOSTON, MA 02116	X			See Remarks
TA ASSOCIATES VIII LLC JOHN HANCOCK TOWER 200 CLARENDON STREET, 56TH FLOOR BOSTON, MA 02116	X			See Remarks
TA EXECUTIVES FUND LLC JOHN HANCOCK TOWER 200 CLARENDON STREET, 56TH FLOOR BOSTON, MA 02116	X			See Remarks
TA INVESTORS LLC JOHN HANCOCK TOWER 200 CLARENDON STREET, 56TH FLOOR BOSTON, MA 02116	X			See Remarks
TA ADVENT VIII LP JOHN HANCOCK TOWER 200 CLARENDON STREET, 56TH FLOOR BOSTON, MA 02116	X			See Remarks

Signatures

TA Associates, Inc., By Roberto E. Ramirez, Vice President of Finance		07/05/2007
^**Signature of Reporting Person		Date
Advent Atlantic and Pacific III, L.P. By TA Associates AAP III Partners, Its General Partner, By TA Associates, Inc., Its General Partner, By Roberto E. Ramirez, Vice President of Finance		07/05/2007
^**Signature of Reporting Person		Date
TA Associates AAP III Partners, By TA Associates, Inc., Its General Partner, By Roberto E. Ramirez, Vice President of Finance		07/05/2007
^**Signature of Reporting Person		Date
TA Associates VIII LLC, By TA Associates, Inc., Its Manager, By Roberto E. Ramirez, Vice President of Finance		07/05/2007
^**Signature of Reporting Person		Date
TA Executives Fund LLC, By TA Associates, Inc., Its Manager, By Roberto E. Ramirez, Vice President of Finance		07/05/2007
^**Signature of Reporting Person		Date
TA Investors LLC, By TA Associates, Inc., Its Manager, By Roberto E. Ramirez, Vice President of Finance		07/05/2007
^**Signature of Reporting Person		Date
TA/Advent VIII, L.P., By TA Associates VIII LLC, Its General Partner, By TA Associates, Inc., Its Manager, By Roberto E. Ramirez, Vice President of Finance		07/05/2007
^**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)	The shares are held as follows: (i) 4,967,603 shares held of record by TA/Advent VIII, L.P., (ii) 932,360 shares held of record by Advent Atlantic and Pacific III, L.P., (iii) 91,358 shares held of record by TA Executives Fund LLC, and (iv) 99,350 shares held of record by TA Investors LLC (such entities, collectively, the "TA Funds").
(2)	TA Associates, Inc. is the manager of TA Associates VIII LLC, which is the general partner of TA/Advent VIII L.P. TA Associates, Inc. is also the general partner of TA Associates AAP III Partners, which is the general partner of Advent Atlantic and Pacific III, L.P. TA Associates, Inc. is also the manager of TA Executives Fund LLC and TA Investors LLC. Each of TA Associates, Inc., TA Associates VIII LLC and TA Associates AAP III Partners may be deemed to have a beneficial interest in shares held by the TA Funds. Each of TA Associates, Inc., TA Associates VIII LLC and TA Associates AAP III Partners disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares which is subject to indeterminable future events.
Remarks: The reporting persons are members of a 13(d) group owning more than 10% of the issuer's outstanding common stock. The reporting persons have a representative on the issuer's board of directors. Kurt R. Jaggers currently serves as the reporting persons' representative on the board of directors and, as such, the reporting persons are deemed directors of the issuer.

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