proa1_21419.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PROS Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
74346Y103
(CUSIP Number)
December 31, 2018
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X] Rule 13d-1(b)
[   ] Rule 13d-1(c)
[   ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see Instructions).
CUSIP No.: 74346Y103
       
1
NAME OF REPORTING PERSON
Daruma Capital Management, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
45-2515607
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [   ]
(b) [X]
3 SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
574,688
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
1,022,189
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,022,189
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.75%
12
TYPE OF REPORTING PERSON
IA
CUSIP No.: 74346Y103
       
1
NAME OF REPORTING PERSON
Mariko O. Gordon
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
N/A
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [   ]
(b) [X]
3 SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
574,688
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
1,022,189
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,022,189
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.75%
12
TYPE OF REPORTING PERSON
IN, HC
CUSIP No.: 74346Y103
ITEM 1(a). NAME OF ISSUER:
PROS Holdings, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
3100 South Main Street
Suite 900
Houston, TX 77004
ITEM 2(a). NAME OF PERSON FILING:
Daruma Capital Management, LLC
Mariko O. Gordon
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
12 East 49th Street
Suite 17-125
New York, NY 10017
ITEM 2(c). CITIZENSHIP:
Delaware
USA
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(e). CUSIP NUMBER:
74346Y103
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 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. 78c);
(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)
[X]		 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)
[X]		 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)
[ ]		 A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);
(k)
[ ]		 Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution:
ITEM 4. OWNERSHIP
(a) Amount beneficially owned:
1,022,189
(b) Percent of class:
2.75%
(c) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote:
Daruma Capital Management, LLC - 0
Mariko O. Gordon - 0
(ii) shared power to vote or to direct the vote:
Daruma Capital Management, LLC - 574,688
Mariko O. Gordon - 574,688
(iii) sole power to dispose or direct the disposition of:
Daruma Capital Management, LLC - 0
Mariko O. Gordon - 0
(iv) shared power to dispose or to direct the disposition of:
Daruma Capital Management, LLC - 1,022,189
Mariko O. Gordon - 1,022,189
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 [X].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
N/A
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
N/A
ITEM 10. CERTIFICATION:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
CUSIP No.: 74346Y103
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.
February 14 2019
Daruma Capital Management, LLC
By:
/s/ Daniel L. Sendrowitz
Name:
Daniel L. Sendrowitz
Title:
Chief Operating Officer & Chief Compliance Officer
February 14 2019
Mariko O. Gordon
By:
/s/ Mariko O. Gordon
Name:
Mariko O. Gordon, CFA
Title:
Chief Executive Officer
Attention — Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
CUSIP No.: 74346Y103
Exhibit A

AGREEMENT

The undersigned agree that this Schedule 13G dated February 14, 2019 relating to the Common Stock of PROS Holdings, Inc. shall be filed on behalf of the undersigned.


DARUMA CAPITAL MANAGEMENT, LLC

By: /s/ Daniel L. Sendrowitz
Name: Daniel L. Sendrowitz
Title: Chief Operating Officer & Chief Compliance Officer


MARIKO O. GORDON

By: /s/ Mariko O. Gordon
Name: Mariko O. Gordon, CFA
Title: Chief Executive Officer