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PROGRESS SOFTWARE CORP /MA Director's Dealing 2011

Jan 5, 2011

31754_dirs_2011-01-05_a3e3695b-1324-4226-851e-dbacbaa29004.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: 2011-01-03

Reporting Person: BENTON DAVID H (VP and Corporate Controller)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-01-03 Common Stock M 500 $18.75 Acquired 26090 Direct
2011-01-03 Common Stock S 500 $43.355 Disposed 25590 Direct
2011-01-03 Common Stock M 5700 $18.75 Acquired 31290 Direct
2011-01-03 Common Stock S 5700 $43.35 Disposed 25590 Direct
2011-01-03 Common Stock M 600 $18.75 Acquired 26190 Direct
2011-01-03 Common Stock S 600 $43.365 Disposed 25590 Direct
2011-01-03 Common Stock M 4910 $18.75 Acquired 30500 Direct
2011-01-03 Common Stock S 4910 $43.36 Disposed 25590 Direct
2011-01-05 Common Stock M 5790 $18.75 Acquired 31380 Direct
2011-01-05 Common Stock S 5790 $43.00 Disposed 25590 Direct
2011-01-05 Common Stock M 17500 $21.45 Acquired 43090 Direct
2011-01-05 Common Stock S 17500 $43.00 Disposed 25590 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-01-03 Employee Stock Option $18.75 M 11710 Disposed 2014-05-23 Common Stock (11710) Direct
2011-01-05 Employee Stock Option $18.75 M 5790 Disposed 2014-05-23 Common Stock (5790) Direct
2011-01-05 Employee Stock Option $21.45 M 17500 Disposed 2014-09-26 Common Stock (17500) Direct

Footnotes

F1: These options invovled an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the deemed grant of a replacement option. The option was originally granted on May 24, 2004 and vested in 60 equal monthly increments commencing on March 1, 2004.

F2: These options invovled an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the deemed grant of a replacement option. The option was originally granted on September 27, 2004 and vested in 60 equal monthly increments commencing on March 1, 2004.