Washington, D.C. 20549

PROS Holdings, Inc.

Common Stock

7436Y 103

12/31/09

 

 

CUSIP No.		74346Y 103

Item 1.

(a) Name of Issuer
PROS Holdings, Inc.

(b) Address of Issuer’s Principal Executive Offices
3100 Main Street, Suite 900, Houston, TX 77002

Item 2.

(a) Name of Person Filing
Ronald F. Woestemeyer and Mariette M. Woestemeyer

(b) Address of Principal Business Office or, if none, Residence
3100 Main Street, Suite 900, Houston, TX 77002

(c) Citizenship
United States of America

(d) Title of Class of Securities
Common Stock, par value $0.001 per share

(e) CUSIP Number
7436Y 103

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e) An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f) An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g) A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned:

4,833,043 shares, consisting of (i) 778,043 shares held of record by Ronald F. Woestemeyer and Mariette Woestemeyer, (ii) 1,500,000 shares held of record by Ronald F. Woestemeyer 2009 Two Year Annuity Trust dated May 2009 Ronald F. Woestemeyer and Deutsche Bank Trust Company Delaware TTEE, (iii) 1,000,000 shares held of record by Mariette M. Woestemeyer 2009 Three Year Annuity Trust dated May 2009, Mariette M. Woestemeyer and Deutsche Bank Trust Company Delaware TTEE, (iv) 1,000,000 shares held of record by DB Trust Co. — Woestemeyer 1999 Gift Trust, of which DB Trust Company NA is the sole trustee (v) 520,000 shares held of record by Karoma LLC, of which Mr. and Mrs. Woestemeyer are the sole managers, (vi) stock options held by Mrs. Woestemeyer to acquire 30,000 shares, which are immediately exercisable and (vii) 5,000 restricted stock unit which vest on January 1, 2010. Mr. Woestemeyer disclaims beneficial ownership of the shares held of record by the Mariette M. Woestemeyer 2009 Three Year Annuity Trust dated May 2009, and Deutsche Bank Trust Company Delaware TTEE and Woestemeyer 1999 Gift Trust, the restricted stock units which vest on January 1, 2010 and the shares issuable upon the exercise of the stock options held by Mrs. Woestemeyer. Mrs. Woestemeyer disclaims beneficial ownership of the shares held of record by 2009 Two Year Annuity Trust dated May 2009 Ronald F. Woestemeyer and Deutsche Bank Trust Company Delaware TTEE and Woestemeyer 1999 Gift Trust.

(b) Percent of class:

18.4%

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote

3,833,043

(ii) Shared power to vote or to direct the vote

1,000,000

(iii) Sole power to dispose or to direct the disposition of

3,833,043

(iv) Shared power to dispose or to direct the disposition of

1,000,000

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable

Item 8. Identification and Classification of Members of the Group

Not applicable

Item 9. Notice of Dissolution of Group

Not applicable

Item 10. Certification

Not applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.