PROGRESS SOFTWARE CORP /MA — Director's Dealing 2011

Jul 22, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2011-07-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-20	Common Stock	M	10000	$13.01	Acquired	48286	Direct
2011-07-20	Common Stock	S	10000	$25.454	Disposed	38286	Direct
2011-07-21	Common Stock	M	15000	$15.38	Acquired	53286	Direct
2011-07-21	Common Stock	S	15000	$25.60	Disposed	40431	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-20	Stock Option	$13.01	M	10000	Disposed	2015-10-15	Common Stock (10000)	Direct
2011-07-21	Stock Option	$15.38	M	15000	Disposed	2013-05-21	Common Stock (15000)	Direct

Footnotes

F1: Includes 1,675 shares acquired through Issuer's Employee Stock Purchase Plan on March 31, 2011 and 470 shares acquired through Issuer's Employee Stock Purchase Plan on June 30, 2011.

F2: Eight -sixtieths (8/60) of the option vested on the date of grant, thereafter the option vests in equal monthly increments over a 52 month period commencing November 1, 2008.

F3: 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 22, 2006 with three-sixtieths (3/60) of the option vesting on the date of grant and in 57 equal monthly increments thereafter commencing June 1, 2006.