PROGRESS SOFTWARE CORP /MA — Director's Dealing 2011

Feb 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2011-02-15

Reporting Person: Conway Gary G (EVP, Chief Marketing Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-15	Common Stock	S	4802	$30.82	Disposed	16241	Direct
2011-02-15	Common Stock	M	4862	$11.367	Acquired	21103	Direct
2011-02-15	Common Stock	S	4862	$30.82	Disposed	16241	Direct
2011-02-15	Common Stock	M	4945	$14.293	Acquired	21186	Direct
2011-02-15	Common Stock	S	4945	$30.82	Disposed	16241	Direct
2011-02-15	Common Stock	M	10502	$19.473	Acquired	26743	Direct
2011-02-15	Common Stock	S	10502	$30.82	Disposed	16241	Direct
2011-02-15	Common Stock	M	1800	$21.32	Acquired	18041	Direct
2011-02-15	Common Stock	S	1800	$30.82	Disposed	16241	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-15	Stock Option	$11.367	M	4862	Acquired	2016-01-14	Common Stock (4862)	Direct
2011-02-15	Stock Option	$14.293	M	4945	Acquired	2016-07-15	Common Stock (4945)	Direct
2011-02-15	Stock Option	$19.473	M	10502	Acquired	2017-01-14	Common Stock (10502)	Direct
2011-02-15	Stock Option	$21.32	M	1800	Acquired	2017-04-26	Common Stock (1800)	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 7,014 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: The option vests in equal monthly increments over a 54 month period which commenced on the first day following the Reporting Person completing six months of service with Issuer.

F4: One-sixtieth (1/60) of the option was vested and exercisable on the grant date. The remaining options vest in 59 equal monthly increments commencing on February 1, 2010.

F5: Two-sixtieths (2/60) of the option were vested and exercisable on the grant date. The remaining options vest in 58 equal monthly increments commencing on May 1, 2010.