<SEC-DOCUMENT>0001392972-18-000023.txt : 20180110
<SEC-HEADER>0001392972-18-000023.hdr.sgml : 20180110
<ACCEPTANCE-DATETIME>20180110161944
ACCESSION NUMBER:		0001392972-18-000023
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20180101
FILED AS OF DATE:		20180110
DATE AS OF CHANGE:		20180110

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			HERSCHER PENNY
		CENTRAL INDEX KEY:			0001232019

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-33554
		FILM NUMBER:		18521727

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
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>wf-form3_151561917048647.xml
<DESCRIPTION>FORM 3
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2018-01-01</periodOfReport>

    <noSecuritiesOwned>1</noSecuritiesOwned>

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

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001232019</rptOwnerCik>
            <rptOwnerName>HERSCHER PENNY</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>3100 MAIN ST., SUITE 900</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>HOUSTON</rptOwnerCity>
            <rptOwnerState>TX</rptOwnerState>
            <rptOwnerZipCode>77002</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle></officerTitle>
            <otherText></otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable></nonDerivativeTable>

    <derivativeTable></derivativeTable>

    <footnotes></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 Penelope Herscher</signatureName>
        <signatureDate>2018-01-10</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>ex24limitedpoasection16-he.txt
<DESCRIPTION>POWER OF ATTORNEY, EXHIBIT 24
<TEXT>
LIMITED POWER OF ATTORNEY
FOR SECTION 16(a) REPORTING

       KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
hereby makes, constitutes and appoints Andres D. Reiner,
Stefan B. Schulz, Damian W. Olthoff and Scott W. 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 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 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 Section 16 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 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 January 8, 2018.



Signature:

/s/
_______________________
Penelope Herscher



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