PROGRESS SOFTWARE CORP /MA — Director's Dealing 2011

Feb 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2011-02-14

Reporting Person: Bates John (SVP, CTO, Head of Corp. Dev.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-14	Common Stock	M	878	$19.53	Acquired	22923	Direct
2011-02-14	Common Stock	S	878	$31.40	Disposed	22045	Direct
2011-02-14	Common Stock	M	1500	$19.53	Acquired	23545	Direct
2011-02-14	Common Stock	S	1500	$31.37	Disposed	22045	Direct
2011-02-14	Common Stock	M	8300	$19.53	Acquired	30345	Direct
2011-02-14	Common Stock	S	8300	$31.22	Disposed	22045	Direct
2011-02-14	Common Stock	M	1259	$19.53	Acquired	23304	Direct
2011-02-14	Common Stock	S	1259	$31.21	Disposed	22045	Direct
2011-02-14	Common Stock	M	7800	$19.53	Acquired	29845	Direct
2011-02-14	Common Stock	S	7800	$31.20	Disposed	22045	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-14	Stock Option	$19.53	M	19737	Acquired	2012-04-14	Common Stock (19737)	Direct

Footnotes

F1: This share amount has been adjusted to reflect the Issuer's 3-for-2 stock split which was completed on January 28, 2011, resulting in the Reporting Person's ownership of 7,348 additional shares of common stock.

F2: 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.

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 November 15, 2005 with nine-sixtieths (9/60) of the options vesting on the grant date and the remaining options vested in 51 equal monthly increments commencing on December 1, 2005.