PROGRESS SOFTWARE CORP /MA — Director's Dealing 2011

May 2, 2011

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: REIDY RICHARD (Director, President and CEO.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-28	Common Stock	A	41300	$29.64	Acquired	139521	Direct
2011-05-02	Common Stock	M	2500	$11.61	Acquired	142021	Direct
2011-05-02	Common Stock	S	2500	$29.163	Disposed	139521	Direct
2011-05-02	Common Stock	M	480	$8.827	Acquired	140001	Direct
2011-05-02	Common Stock	S	480	$29.163	Disposed	139521	Direct
2011-05-02	Common Stock	M	12020	$9.00	Acquired	151541	Direct
2011-05-02	Common Stock	S	12020	$29.163	Disposed	139521	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-28	Stock Option	$29.64	A	147500	Acquired	2018-04-27	Common Stock (147500)	Direct
2011-05-02	Stock Option	$11.61	M	2500	Disposed	2011-10-09	Common Stock (2500)	Direct
2011-05-02	Stock Option	$8.827	M	480	Disposed	2012-08-01	Common Stock (480)	Direct
2011-05-02	Stock Option	$9.00	M	12020	Disposed	2012-08-01	Common Stock (12020)	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: The trading activity reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 8, 2011.

F3: 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.

F4: This option involves the deemed cancellation of an "old" option and the deemed grant of a replacement option. The option was originally granted on October 10, 2001 and vested in 60 equal monthly increments commencing on March 1, 2001.

F5: This option involves the deemed cancellation of an "old" option and the deemed grant of a replacement option. The option was originally granted on August 2, 2002 and vested in 60 equal monthly increments commencing on March 1, 2002.