PROGRESS SOFTWARE CORP /MA — Director's Dealing 2011

Apr 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2011-04-01

Reporting Person: FREEDMAN JAMES (SVP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-01	Common Stock	F	509	$29.525	Disposed	14438	Direct
2011-04-01	Common Stock	F	509	$29.525	Disposed	13929	Direct
2011-04-04	Common Stock	M	909	$16.673	Acquired	14838	Direct
2011-04-04	Common Stock	S	909	$30.05	Disposed	13929	Direct
2011-04-05	Common Stock	M	135	$16.67	Acquired	14064	Direct
2011-04-05	Common Stock	S	135	$30.05	Disposed	13929	Direct
2011-04-05	Common Stock	M	8000	$19.96	Acquired	21929	Direct
2011-04-05	Common Stock	S	8000	$30.05	Disposed	13929	Direct
2011-04-05	Common Stock	M	750	$13.01	Acquired	14679	Direct
2011-04-05	Common Stock	S	750	$30.05	Disposed	13929	Direct
2011-04-05	Common Stock	M	595	$14.67	Acquired	14524	Direct
2011-04-05	Common Stock	S	595	$30.05	Disposed	13929	Direct
2011-04-05	Common Stock	M	600	$15.93	Acquired	14529	Direct
2011-04-05	Common Stock	S	600	$30.05	Disposed	13929	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-04	Stock Option	$16.673	M	909	Disposed	2013-09-19	Common Stock (909)	Direct
2011-04-05	Stock Option	$16.673	M	135	Disposed	2013-09-19	Common Stock (135)	Direct
2011-04-05	Stock Option	$19.96	M	8000	Disposed	2015-04-23	Common Stock (8000)	Direct
2011-04-05	Stock Option	$13.01	M	750	Disposed	2015-10-15	Common Stock (750)	Direct
2011-04-05	Stock Option	$14.673	M	595	Disposed	2016-05-11	Common Stock (595)	Direct
2011-04-05	Stock Option	$15.93	M	600	Disposed	2016-10-15	Common Stock (600)	Direct

Footnotes

F1: Represents shares of common stock withheld by Issuer to pay tax withholding obligation of reporting person upon the vesting of restricted stock units granted to the reporting person on May 12, 2009.

F2: Represents shares of common stock withheld by Issuer to pay tax withholding obligation of reporting person upon the vesting of restricted stock units granted to the reporting person on April 27, 2010

F3: Nine-sixtieths (9/60) of the option vested on the grant date. The remaining options vested in 60 equal monthly increments commencing on March 1, 2006.

F4: Two-sixtieths (2/60) of the option vested on the grant date. The remaining options vest in equal monthly increments over a 58 month period commencing May 1, 2008.

F5: Eight -sixtieths (8/60) of the option vested on the grant date. The remaining options vest in equal monthly increments over a 52 month period commencing November 1, 2008.

F6: Three - sixtieths (3/60) of the option vested on the grant date. The remaining options vest in equal monthly increments over a 57 month period commencing on June 1, 2009.

F7: Eight -sixtieths (8/60) of the option vested on the grant date. The remaining options vest in equal monthly increments over a 52 month period commencing November 1, 2009.