PROGRESS SOFTWARE CORP /MA — Director's Dealing 2011

Jan 20, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2011-01-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-18	Common Stock	M	6803	$25.01	Acquired	16768	Direct
2011-01-18	Common Stock	S	6803	$43.96	Disposed	9965	Direct
2011-01-18	Common Stock	M	500	$23.07	Acquired	10465	Direct
2011-01-18	Common Stock	S	500	$43.96	Disposed	9965	Direct
2011-01-18	Common Stock	M	500	$19.51	Acquired	10465	Direct
2011-01-18	Common Stock	S	500	$43.96	Disposed	9965	Direct
2011-01-18	Common Stock	M	397	$22.01	Acquired	10362	Direct
2011-01-18	Common Stock	S	397	$43.96	Disposed	9965	Direct
2011-01-18	Common Stock	M	1800	$23.90	Acquired	11765	Direct
2011-01-18	Common Stock	S	1800	$43.96	Disposed	9965	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-18	Employee Stock Option	$25.01	M	6803	Disposed	2013-09-19	Common Stock (6803)	Direct
2011-01-18	Employee Stock Option	$23.07	M	500	Disposed	2013-05-21	Common Stock (500)	Direct
2011-01-18	Employee Stock Option	$19.51	M	500	Disposed	2015-10-15	Common Stock (500)	Direct
2011-01-18	Employee Stock Option	$22.01	M	397	Disposed	2016-05-11	Common Stock (397)	Direct
2011-01-18	Employee Stock Option	$23.90	M	1800	Disposed	2016-10-15	Common Stock (1800)	Direct

Footnotes

F1: Seven-sixtieths (7/60) of the options were vested and exercisable on the grant date. The remaining options vest in 52 equal monthly increments commencing on October 1, 2006.

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.

F5: 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, 2009.