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PROGRESS SOFTWARE CORP /MA Director's Dealing 2010

May 5, 2010

31754_dirs_2010-05-05_1fc9ddcc-aa06-4247-9a57-fcc100867786.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2010-05-03

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-05-03 Common Stock M 3000 $21.86 Acquired 16856 Direct
2010-05-03 Common Stock S 3000 $32.391 Disposed 13856 Direct
2010-05-03 Common Stock M 1750 $23.07 Acquired 15606 Direct
2010-05-03 Common Stock S 1750 $32.391 Disposed 13856 Direct
2010-05-03 Common Stock M 250 $19.51 Acquired 14106 Direct
2010-05-03 Common Stock S 250 $32.391 Disposed 13856 Direct
2010-05-03 Common Stock M 3000 $22.01 Acquired 16856 Direct
2010-05-03 Common Stock S 3000 $32.391 Disposed 13856 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-05-03 Employee Stock Option $21.86 M 3000 Disposed 2013-11-10 Common Stock (3000) Direct
2010-05-03 Employee Stock Option $23.07 M 1750 Disposed 2013-05-21 Common Stock (1750) Direct
2010-05-03 Employee Stock Option $19.51 M 250 Disposed 2015-10-15 Common Stock (250) Direct
2010-05-03 Employee Stock Option $22.01 M 3000 Disposed 2016-05-11 Common Stock (3000) Direct

Footnotes

F1: Nine-sixtieths (9/60) of the option were vested and exercisable on the grant date. The remaining options vested in 51 equal monthly increments commencing on December 1, 2003

F2: Three-sixtieths (3/60) of the options were vested and exercisable on the grant date. The remaining options vest in 57 equal monthly increments commencing on June 1, 2006.

F3: Eight-sixtieths (8/60) of the options were vested and exercisable on the grant date. The remaining options vest in 52 equal monthly increments commencing on November 1, 2008.

F4: Three-sixtieths (3/60) of the options were vested and exercisable on the grant date. The remaining options vest in 57 equal monthly increments commencing on June 1, 2009.