<SEC-DOCUMENT>0001392972-14-000029.txt : 20140214
<SEC-HEADER>0001392972-14-000029.hdr.sgml : 20140214
<ACCEPTANCE-DATETIME>20140214134240
ACCESSION NUMBER:		0001392972-14-000029
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20140204
FILED AS OF DATE:		20140214
DATE AS OF CHANGE:		20140214

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PROS Holdings, Inc.
		CENTRAL INDEX KEY:			0001392972
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER PROGRAMMING SERVICES [7371]
		IRS NUMBER:				760168604
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		3100 MAIN STREET
		STREET 2:		SUITE 900
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77002
		BUSINESS PHONE:		713-335-5151

	MAIL ADDRESS:	
		STREET 1:		3100 MAIN STREET
		STREET 2:		SUITE 900
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77002

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Crump Daniel Blair
		CENTRAL INDEX KEY:			0001544886

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-33554
		FILM NUMBER:		14614223

	MAIL ADDRESS:	
		STREET 1:		3100 MAIN STREET
		STREET 2:		SUITE 900
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77002
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>primary_doc.xml
<DESCRIPTION>PRIMARY DOCUMENT
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2014-02-04</periodOfReport>

    <noSecuritiesOwned>1</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001392972</issuerCik>
        <issuerName>PROS Holdings, Inc.</issuerName>
        <issuerTradingSymbol>PRO</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001544886</rptOwnerCik>
            <rptOwnerName>Crump Daniel Blair</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>3100 MAIN STREET</rptOwnerStreet1>
            <rptOwnerStreet2>SUITE 900</rptOwnerStreet2>
            <rptOwnerCity>HOUSTON</rptOwnerCity>
            <rptOwnerState>TX</rptOwnerState>
            <rptOwnerZipCode>77002</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>Chief Operating Officer</officerTitle>
        </reportingOwnerRelationship>
    </reportingOwner>

    <remarks>Exhibit 24, &quot;Power of Attorney&quot; is attached hereto and filed herewith.</remarks>

    <ownerSignature>
        <signatureName>Damian Olthoff, attorney-in-fact for Daniel Blair Crump</signatureName>
        <signatureDate>2014-02-14</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>blaircrump.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
                                                 EXHIBIT 24
LIMITED POWER OF ATTORNEY
FOR SECTION 16(a) REPORTING

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Charles H. Murphy, Damian W. Olthoff and Scott
Cook, and each of them, as the undersigned,s true and lawful attorney-in-fact
the (Attorney in Fact), with full power of substitution and resubstitution,
each with the power to act alone for the undersigned and in the undersigned,s
name, place and stead, in any and all capacities to:

	1.	prepare, execute and file with the Securities and Exchange Commission,
any national securities exchange or securities quotation system and PROS
Holdings, Inc. (the Company) any and all reports (including any amendment
thereto) of the undersigned required or considered advisable under Section
16(a) of the Securities Exchange Act of 1934 (the Exchange Act) and the rules
and regulations thereunder, with respect to the equity securities of the
Company, including Forms 3, 4 and 5; and

	2.	obtain, as the undersigned,s representative and on the undersigned,s
behalf, information regarding transactions in the Company,s equity securities
from any third party, including the Company and any brokers, dealers, employee
benefit plan administrators and trustees, and the undersigned hereby
authorizes any such third party to release any such information to the
Attorney in Fact.

	The undersigned acknowledges that:

	1.	this Limited Power of Attorney authorizes, but does not require, the
Attorney in Fact to act at his or her discretion on information provided to
such Attorney in Fact without independent verification of such information;

	2.	any documents prepared or executed by the Attorney in Fact on behalf of
the undersigned pursuant to this Limited Power of Attorney will be in such
form and will contain such information as the Attorney in Fact, in his or her
discretion, deems necessary or desirable;

	3.	neither the Company nor the Attorney in Fact assumes any liability for the
undersigned,s responsibility to comply with the requirements of Section 16
of the Exchange Act, any liability of the undersigned for any failure to comply
with such requirements, or any liability of the undersigned for disgorgement
of profits under Section 16(b) of the Exchange Act; and

	4.	this Limited Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned,s obligations under Section
16 of the Exchange Act, including, without limitation, the reporting
requirements under Section 16(a) of the Exchange Act.

	The undersigned hereby grants to the Attorney in Fact full power and
authority to do and perform each and every act and thing requisite, necessary
or convenient to be done in connection with the foregoing, as fully, to all
intents and purposes, as the undersigned might or could do  in person, hereby
ratifying and confirming all that the Attorney in Fact, or his or her
substitute or substitutes, shall lawfully do or cause to be done by authority
of this Limited Power of Attorney.

	This Limited Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 4 or 5 with respect to the
undersigned,s transactions in equity securities of the Company, unless
earlier revoked by the undersigned in a signed writing delivered
to the Attorney in Fact.

	This Limited Power of Attorney shall be governed and construed in accordance
the laws of the State of Delaware without regard to conflict of law principles.

	IN WITNESS WHEREOF, the undersigned has executed this Limited Power
of Attorney as of February 3, 2014.


Signature:

_s_ D. Blair Crump




Print Name:

D. Blair Crump

















</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
