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PROGRESS SOFTWARE CORP /MA Director's Dealing 2011

May 2, 2011

31754_dirs_2011-05-02_3527a005-4218-4da8-b512-1ed35a4baaff.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: 2011-04-28

Reporting Person: LARSEN CHRISTOPHER (EVP, Global Field Operations)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-04-28 Common Stock A 12600 $29.64 Acquired 47465 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-04-28 Stock Option $29.64 A 45000 Acquired 2018-04-28 Common Stock (45000) Direct

Footnotes

F1: Represents restricted stock units acquired by reporting person on April 28, 2011 pursuant to the Company's 2008 Stock Option and Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of common stock. Each restricted stock unit vests in six equal semiannual installments beginning on October 1, 2011, subject to the continued employment of the reporting person with Progress Software Corporation.

F2: Two-forty-eights (2/48) of the option were vested and exercisable on the grant date. The remaining options vest in 46 equal monthly increments commencing on May 1, 2011.