PROGRESS SOFTWARE CORP /MA — Director's Dealing 2011

Feb 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2011-02-01

Reporting Person: FREEDMAN JAMES (Senior VP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-01	Common Stock	M	10652	$16.673	Acquired	25599	Direct
2011-02-01	Common Stock	S	10652	$29.99	Disposed	14947	Direct
2011-02-01	Common Stock	M	375	$15.38	Acquired	15322	Direct
2011-02-01	Common Stock	S	375	$29.99	Disposed	14947	Direct
2011-02-01	Common Stock	M	375	$13.00	Acquired	15322	Direct
2011-02-01	Common Stock	S	375	$29.99	Disposed	14947	Direct
2011-02-01	Common Stock	M	298	$14.673	Acquired	15245	Direct
2011-02-01	Common Stock	S	298	$29.99	Disposed	14947	Direct
2011-02-01	Common Stock	M	300	$15.93	Acquired	15247	Direct
2011-02-01	Common Stock	S	300	$29.99	Disposed	14947	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-01	Stock Option	$15.38	M	375	Disposed	2013-05-21	Common Stock (375)	Direct
2011-02-01	Stock Option	$16.673	M	10652	Disposed	2013-09-19	Common Stock (10652)	Direct
2011-02-01	Stock Option	$13.00	M	375	Disposed	2015-10-15	Common Stock (375)	Direct
2011-02-01	Stock Option	$14.673	M	298	Disposed	2016-05-11	Common Stock (298)	Direct
2011-02-01	Stock Option	$15.93	M	300	Disposed	2016-10-15	Common Stock (300)	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 4,982 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: Three-sixtieths (3/60) of the options were vested and exercisable on the grant date. The remaining options vested in 57 equal monthly increments commencing on June 1, 2006.

F4: Seven-sixtieths (7/60) of the options were vested and exercisable on the grant date. The remaining options vest in 52 equal monthly increments commencing on October 1, 2006.

F5: Eight-sixtieths (8/60) of the options were vested and exercisable on the grant date. The remaining options vest in 52 equal monthly increments commencing on November 1, 2008.

F6: Three-sixtieths (3/60) of the options were vested and exercisable on the grant date. The remaining options vest in 57 equal monthly increments commencing on June 1, 2009.

F7: Eight-sixtieths (8/60) of the options were vested and exercisable on the grant date. The remaining options vest in 52 equal monthly increments commencing on November 1, 2009.