PROGRESS SOFTWARE CORP /MA — Director's Dealing 2011

Oct 18, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2011-10-14

Reporting Person: EGAN JOHN R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-14	Common Stock	A	8442	$20.73	Acquired	8442	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-10-14	Stock Option	$20.73	A	27125	Acquired	2018-10-14	Common Stock (27125)	Direct
2011-10-14	Stock Option	$20.73	A	4521	Acquired	2018-10-14	Common Stock (4521)	Direct

Footnotes

F1: 7,236 of these shares represent deferred stock units acquired by Reporting Person as an Initial Director Grant upon his appointment to Issuer's Board of Directors. These deferred stock units were issued pursuant to the Company's 2008 Stock Option and Incentive Plan and are payable on a 1 for 1 basis exclusively in common stock when Reporting Person ceases to provide services to the Company as a director. Two forty-eighths (2/48) of the deferred stock units vest on the grant date with the remaining units vesting in forty-six equal monthly increments commencing on November 1, 2011. 1,206 of these shares represent stock options granted to the Reporting Person under the 2008 Stock Option and Incentive Plan and 2011 Fiscal Year Non Employee Director Compensation Plan for services provided as a director for the second half of the 2011 fiscal year.

F2: Shares represent Initial Director Option Grant pursuant to the Company's Directors Compensation Plan.

F3: Two forty-eighths(2/48) of the options vest on the grant date with the remaining options vesting in forty-six equal monthly increments commencing on November 1, 2011.

F4: Represents stock options granted to the Reporting Person under the 2008 Stock Option and Incentive Plan and 2011 Fiscal Year Non Employee Director Compensation Plan for services provided as a director for the second half of the 2011 fiscal year.

F5: The option is exercisable in full on the date of grant.