Edgar Filing: PROS Holdings, Inc.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â TA ASSOCIATES INC

2. Date of Event Requiring Statement (Month/Day/Year)
06/27/2007

3. Issuer Name and Ticker or Trading Symbol
PROS Holdings, Inc. [PRO]

(Last)

(First)

(Middle)

JOHN HANCOCK TOWER 200,Â CLARENDON ST., 56TH FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See Remarks

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

BOSTON,Â MAÂ 02116

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,350,720 ⁽¹⁾ ⁽²⁾	I	See Footnote ⁽¹⁾ ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TA ASSOCIATES INC JOHN HANCOCK TOWER 200 CLARENDON ST., 56TH FLOOR BOSTON,Â MAÂ 02116	Â X	Â	Â	See Remarks
ADVENT ATLANTIC & PACIFIC III LP JOHN HANCOCK TOWER 200 CLARENDON ST., 56TH FLOOR BOSTON,Â MAÂ 02116	Â X	Â	Â	13(d) Group
TA EXECUTIVES FUND LLC JOHN HANCOCK TOWER 200 CLARENDON ST., 56TH FLOOR BOSTON,Â MAÂ 02116	Â X	Â	Â	13(d) Group
TA INVESTORS LLC JOHN HANCOCK TOWER 200 CLARENDON ST., 56TH FLOOR BOSTON,Â MAÂ 02116	Â X	Â	Â	13(d) Group
TA ASSOCIATES AAP III PARTNERS JOHN HANCOCK TOWER 200 CLARENDON ST., 56TH FLOOR BOSTON,Â MAÂ 02116	Â X	Â	Â	13(d) Group
TA ASSOCIATES VIII LLC JOHN HANCOCK TOWER 200 CLARENDON ST., 56TH FLOOR BOSTON,Â MAÂ 02116	Â X	Â	Â	13(d) Group
TA ADVENT VIII LP JOHN HANCOCK TOWER 200 CLARENDON ST., 56TH FLOOR BOSTON,Â MAÂ 02116	Â X	Â	Â	13(d) Group

Signatures

TA Associates, Inc., By Thomas P. Alber, Chief Financial Officer		06/27/2007
^**Signature of Reporting Person		Date
Advent Atlantic and Pacific III, L.P., By TA Associates AAP III Partners, Its General Partner, By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer		06/27/2007
^**Signature of Reporting Person		Date
TA Executives Fund LLC, By TA Associates, Inc., Its Manager, By Thomas P. Alber, Chief Financial Officer		06/27/2007
^**Signature of Reporting Person		Date
TA Investors LLC, By TA Associates, Inc., Its Manager, By Thomas P. Alber, Chief Financial Officer		06/27/2007
^**Signature of Reporting Person		Date
TA Associates AAP III Partners, By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer		06/27/2007
^**Signature of Reporting Person		Date
TA Associates VIII LLC, By TA Associates, Inc., Its Manager, By Thomas P. Alber, Chief Financial Officer		06/27/2007
^**Signature of Reporting Person		Date
TA/Advent VIII, L.P., By TA Associates VIII LLC, Its General Partner, By TA Associates, Inc., Its Manager, By Thomas P. Alber, Chief Financial Officer		06/27/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	The shares are held as follows: (i) 5,995,309 shares held of record by TA/Advent VIII, L.P., (ii) 1,125,248 shares held of record by Advent Atlantic and Pacific III, L.P., (iii) 110,259 shares held of record by TA Executives Fund LLC, and (iv) 119,904 shares held of record by TA Investors LLC (such entities, collectively, the "TA Funds").
(2)	TA Associates, Inc. is the manager of TA Associates VIII LLC, which is the general partner of TA/Advent VIII L.P. TA Associates, Inc. is also the general partner of TA Associates AAP III Partners, which is the general partner of Advent Atlantic and Pacific III, L.P. TA Associates, Inc. is also the manager of TA Executives Fund LLC and TA Investors LLC. Each of TA Associates, Inc., TA Associates VIII LLC and TA Associates AAP III Partners may be deemed to have a beneficial interest in shares held by the TA Funds. Each of TA Associates, Inc., TA Associates VIII LLC and TA Associates AAP III Partners disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares which is subject to indeterminable future events.
Â Remarks: TheÂ reportingÂ personsÂ areÂ membersÂ ofÂ aÂ 13(d)Â groupÂ owningÂ moreÂ thanÂ 10%Â ofÂ theÂ issuer'sÂ outstandingÂ commonÂ stock.Â Â TheÂ reportingÂ personsÂ haveÂ aÂ representativeÂ onÂ theÂ issuer'sÂ boardÂ ofÂ directors.Â Â KurtÂ R.Â JaggersÂ currentlyÂ servesÂ asÂ theÂ reportingÂ persons'Â representativeÂ onÂ theÂ boardÂ ofÂ directorsÂ and,Â asÂ such,Â theÂ reportingÂ personsÂ areÂ deemedÂ directorsÂ ofÂ theÂ issurer.

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