<SEC-DOCUMENT>0001392972-15-000048.txt : 20150304
<SEC-HEADER>0001392972-15-000048.hdr.sgml : 20150304
<ACCEPTANCE-DATETIME>20150304184135
ACCESSION NUMBER:		0001392972-15-000048
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20150303
FILED AS OF DATE:		20150304
DATE AS OF CHANGE:		20150304

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:			Schulz Stefan B
		CENTRAL INDEX KEY:			0001340371

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-33554
		FILM NUMBER:		15675031

	MAIL ADDRESS:	
		STREET 1:		9625 W 76TH STREET
		CITY:			EDEN PRAIRIE
		STATE:			MN
		ZIP:			55344
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>wf-form3_142551248532296.xml
<DESCRIPTION>FORM 3
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2015-03-03</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

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

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001340371</rptOwnerCik>
            <rptOwnerName>Schulz Stefan B</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>3100 MAIN ST.</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>EVP and CFO</officerTitle>
            <otherText></otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable></nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Performance Share Units</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F2"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <value>2018-01-01</value>
            </exerciseDate>
            <expirationDate>
                <value>2018-01-01</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>55000.0</value>
                    <footnoteId id="F1"/>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Restricted Stock Unit</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F4"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F3"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F3"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>82500.0</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">Includes 55,000 performance shares (market share units) which will vest on January 1, 2018, associated with a March 3, 2015 grant, and assumes the maximum shares awarded possible at 200%.</footnote>
        <footnote id="F2">One share of PROS Holdings, Inc. common stock will be issued for each performance share that vests.</footnote>
        <footnote id="F3">This restricted stock unit grant was awarded on March 3, 2015 in the amount of 82,500 units, and vests annually in equal installments of 20,625 shares each over a four year period on January 1st of each year.</footnote>
        <footnote id="F4">Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.</footnote>
    </footnotes>

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

    <ownerSignature>
        <signatureName>Damian W. Olthoff, attorney-in-fact for Stefan B. Schulz</signatureName>
        <signatureDate>2015-03-04</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>section16powerofattorney-s.htm
<DESCRIPTION>SEC. 16 LIMITED POWER OF ATTORNEY
<TEXT>
<!-- Document created using Workiva -->
<html>
<body>
<pre>
                            EXHIBIT 24

                        LIMITED POWER OF ATTORNEY
                           FOR SECTION16(a)REPORTING

       KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints 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 Section16(a)of the Securities Exchange Act of 1934 (the
        "Exchange Act") and the rulesand regulations thereunder, with respect to the equity
        securities of the Company, including Forms3, 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 Section16 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 Section16(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 Section16 of the Exchange Act, including,
        without, limitation, the reporting requirements under Section16(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 Forms4 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 March 3, 2015.



                                Signature:
/s/ Stefan B. Schulz






                                Print Name:
Stefan B. Schulz





</pre>
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</SEC-DOCUMENT>
