PROGRESS SOFTWARE CORP /MA — Director's Dealing 2011

Apr 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2011-03-31

Reporting Person: Andrews Joseph (SVP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-31	Common Stock	M	4375	$12.10	Acquired	25198	Direct
2011-03-31	Common Stock	S	4375	$29.01	Disposed	20823	Direct
2011-03-31	Common Stock	M	4375	$12.83	Acquired	25198	Direct
2011-03-31	Common Stock	S	4375	$29.01	Disposed	20823	Direct
2011-03-31	Common Stock	M	21874	$12.50	Acquired	42697	Direct
2011-03-31	Common Stock	S	21874	$29.01	Disposed	20823	Direct
2011-04-01	Common Stock	F	319	$29.525	Disposed	20504	Direct
2011-04-01	Common Stock	F	636	$29.525	Disposed	19868	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-31	Stock Option	$12.10	M	4375	Disposed	2014-05-23	Common Stock (4375)	Direct
2011-03-31	Stock Option	$12.83	M	4375	Disposed	2014-09-26	Common Stock (4375)	Direct
2011-03-31	Stock Option	$12.50	M	21874	Disposed	2014-05-23	Common Stock (21874)	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: This share amount has been adjusted to reflect the Issuer's 3-for-2 stock split which was completed on January 28, 2011.

F4: The exercise price and number of underlying securities have been adjusted as a result of the 3-for-2 stock split completed by the Issuer on January 28, 2011.

F5: 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 24, 2004 with three-sixtieths (3/60) of the options vesting on the grant date and the remaining options vested in 57 equal monthly increments commencing on June 1, 2004.

F6: 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 September 27, 2004 with seven-sixtieths (7/60) of the options vesting on the grant date and the remaining options vested in 53 equal monthly increments commencing on October 1, 2004.

F7: 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 24, 2004 with three-sixtieths (3/60) of the options vesting on the grant date and the remaining options vested in 57 equal monthly increments commencing on June 1, 2004.