PROGRESS SOFTWARE CORP /MA — Director's Dealing 2010

Nov 22, 2010

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2010-11-15

Reporting Person: Goodson John (SVP & Interim Chief Prod Off)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12244	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$30.81	2012-11-14	Common Stock (20000)		Direct
Employee Stock Option	$23.07	2013-05-21	Common Stock (12500)		Direct
Employee Stock Option	$25.01	2013-09-19	Common Stock (12500)		Direct
Employee Stock Option	$18.75	2014-05-23	Common Stock (14333)		Direct
Employee Stock Option	$21.45	2014-09-26	Common Stock (14667)		Direct
Employee Stock Option	$31.18	2014-04-25	Common Stock (9000)		Direct
Employee Stock Option	$32.25	2014-10-15	Common Stock (9000)		Direct
Employee Stock Option	$29.94	2015-04-23	Common Stock (15000)		Direct
Employee Stock Option	$19.51	2015-10-15	Common Stock (25000)		Direct
Employee Stock Option	$22.01	2016-05-11	Common Stock (12000)		Direct
Employee Stock Option	$23.90	2016-10-15	Common Stock (12000)		Direct
Employee Stock Option	$31.98	2017-04-26	Common Stock (27000)		Direct

Footnotes

F1: 6,400 of these shares represent restricted stock units acquired by the reporting person on May 12, 2009 pursuant to the Issuer's 2008 Stock Option and Incentive Plan. 7,200 of these shares represent restricted stock units acquired by the reporting person on April 27, 2010 pursuant to the Issuer's 2008 Stock Option and Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of common stock. These restricted stock units vest in six equal semiannual installments commencing on October 1, 2009 and October 1, 2010, respectively, subject to the continued employment of the reporting person with Issuer. As of the date of this filing, 4,399 of these restricted stock units have vested, 1,428 shares of which have been withheld by Issuer to pay tax withholding obligations of reporting person upon the vesting of these restricted stock units, leaving 2,971 of these shares vested and currently held by reporting person.

F2: Also includes 72 shares acquired through the Issuer's Employee Stock Purchase Plan on September 30, 2010.

F3: As of the date of this filing, options to purchase 20,000 shares are vested.

F4: Three-sixtieths (3/60) of the options were vested and exercisable on the grant date. The remaining options vested in 57 equal monthly increments commencing on June 1, 2006.

F5: As of the date of this filing, options to purchase 11,875 shares are vested.

F6: Seven-sixtieths (7/60) of the options were vested and exercisable on the grant date. The remaining options vested in 53 equal monthly increments commencing on October 1, 2006.

F7: As of the date of this filing, options to purchase 11,875 shares are vested.

F8: This option grant reflects an amended option grant where "old" options were cancelled and "new" options were issued as replacement options. The option was originally granted on May 24, 2004 with three-sixtieths (3/60) of the options vesting on the grant date and the remaining options vested in 57 equal monthly increments commencing on June 1, 2004.

F9: As of the date of this filing, these options are fully vested.

F10: This option grant reflects an amended option grant where "old" options were cancelled and "new" options were issued as replacement options. The option was originally granted on September 27, 2004 with three-sixtieths (3/60) of the options vesting on the grant date and the remaining options vested in 57 equal monthly increments commencing on June 1, 2004.

F11: As of the date of this filing, these options are fully vested.

F12: Two-sixtieths (2/60) of the options were vested and exercisable on the grant date. The remaining options vested in 58 equal monthly increments commencing on May 1, 2007.

F13: As of the date of this filing, options to purchase 6,750 shares are vested.

F14: Eight-sixtieths (8/60) of the options were vested and exercisable on the grant date. The remaining options vested in 52 equal monthly increments commencing on November 1, 2007.

F15: As of the date of this filing, options to purchase 6,750 shares are vested.

F16: Two-sixtieths (2/60) of the options were vested and exercisable on the grant date. The remaining options vested in 58 equal monthly increments commencing on May 1, 2008.

F17: As of the date of this filing, options to purchase 8,250 shares are vested.

F18: Eight-sixtieths (8/60) of the options were vested and exercisable on the grant date. The remaining options vested in 52 equal monthly increments commencing on November 1, 2008.

F19: As of the date of this filing, options to purchase 13,750 shares are vested.

F20: Three-sixtieths (3/60) of the options were vested and exercisable on the grant date. The remaining options vested in 57 equal monthly increments commencing on June 1, 2009.

F21: As of the date of this filing, options to purchase 4,200 shares are vested.

F22: Eight-sixtieths (8/60) of the options were vested and exercisable on the grant date. The remaining options vested in 52 equal monthly increments commencing on November 1, 2009.

F23: As of the date of this filing, options to purchase 4,200 shares are vested.

F24: Two-sixtieths (2/60) of the options were vested and exercisable on the grant date. The remaining options vested in 58 equal monthly increments commencing on May 1, 2010.

F25: As of the date of this filing, options to purchase 4,050 shares are vested.