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 *   JMI Associates III, L.L.C. 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) 2 HAMILL ROAD, SUITE 272 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) BALTIMORE, MD 21210 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 2,321,280 I See footnote (1)

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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
	Director	10% Owner	Officer	Other
JMI Associates III, L.L.C. 2 HAMILL ROAD SUITE 272 BALTIMORE, MD 21210	Â	  X	Â	Â
JMI EQUITY FUND III LP 2 HAMILL ROAD SUITE 272 BALTIMORE, MD 21210	Â	  X	Â	Â

Signatures

JMI Associates III, LLC, By Harry S. Gruner, Managing Member		06/27/2007
**Signature of Reporting Person		Date
JMI Equity Fund III, L.P., By JMI Associates III, LLC, Its General Partner, By Harry S. Gruner, Managing Member		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)	JMI Equity Fund III, L.P. holds 2,321,280 shares of common stock of PROS Holdings, Inc. JMI Associates III, LLC is the general partner of JMI Equity Fund III, L.P. and may be deemed to have a beneficial interest in the shares held by JMI Equity Fund III, L.P. JMI Associates III, LLC disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares which is subject to indeterminable future events.

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