PROGRESS SOFTWARE CORP /MA — Director's Dealing 2010

Jan 21, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2010-01-19

Reporting Person: FREEDMAN JAMES (Senior VP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-19	Common Stock	M	3925	$18.75	Acquired	10290	Direct
2010-01-19	Common Stock	S	3925	$29.51	Disposed	6365	Direct
2010-01-19	Common Stock	M	5750	$19.51	Acquired	12115	Direct
2010-01-19	Common Stock	S	5750	$29.51	Disposed	6365	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-19	Employee Stock Option	$18.75	M	3925	Disposed	2014-05-23	Common Stock (3925)	Direct
2010-01-19	Employee Stock Option	$19.51	M	5750	Disposed	2015-10-14	Common Stock (5750)	Direct

Footnotes

F1: The option was originally granted on May 24, 2004 and vested in 60 equal monthly increments commencing on March 1, 2004.

F2: The option was originally granted on October 15, 2008 with eight -sixtieths of the option vesting on the date of grant and the remaining options vesting in equal monthly increments over a 52 month period commencing November 1, 2008.