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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1. Name and Address of Reporting Person * Murphy Charles H   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) Exec VP and CFO (Last) (First) (Middle) 3100 MAIN STREET, SUITE 900 3. Date of Earliest Transaction (Month/Day/Year) 01/01/2014 (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 Common Stock 01/01/2014   M   6,750 A $ 39.9 (1) 199,794 D   Common Stock 01/01/2014   F   2,969 D $ 39.9 (1) 196,825 D   Common Stock 01/01/2014   M   9,500 A $ 39.9 (1) 206,325 D   Common Stock 01/01/2014   F   3,986 D $ 39.9 (1) 202,339 D

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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

(2)

01/01/2014

M

6,750

(3)

(3)

Common Stock

6,750

$ 0

71,750 (5)

D

Restricted Stock Units

(2)

01/01/2014

M

9,500

(4)

(4)

Common Stock

9,500

$ 0

62,250 (5)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Murphy Charles H 3100 MAIN STREET SUITE 900 HOUSTON, TX 77002			Exec VP and CFO

Signatures

Damian Olthoff, attorney-in-fact for Charles H. Murphy		01/03/2014
**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)	This price represents the closing price of PROS Holdings, Inc. common stock on December 31, 2013.
(2)	Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.
(3)	The restricted stock unit grant was awarded on February 14, 2012 in the amount of 27,000 restricted stock units and vest annually, in equal installments over a four year period on January 1st of each year.
(4)	This restricted stock unit grant was awarded on January 18, 2013 in the amount of 38,000 restricted stock units and vests annually, in equal installments over a four year period on January 1st of each year.
(5)	Includes: (i) 4,500 unvested restricted stock units of which the last installment will vest on February 24, 2014 and is associated with a March 9, 2010 grant; (ii) 3,250 unvested restricted stock units of which the last installment will vest on December 14, 2014 and is associated with a December 14, 2010 grant; (iii) 12,500 unvested restricted stock units which will vest in equal installments in May for the next two years and is associated with a May 10, 2011 grant; (iv) 13,500 unvested restricted stock units which will vest in equal installments over the next two years on January 1st and is associated with a February 14, 2012 grant; and (v) 28,500 unvested restricted stock units which will vest in equal installments over the next three years on January 1st and is associated with a January 18, 2013 grant.

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