PROGRESS SOFTWARE CORP /MA — Director's Dealing 2013

Aug 5, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2013-07-10

Reporting Person: Andrews Joseph (SVP, Human Resources)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	29882	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$14.30	2014-09-26	Common Stock (21874)		Direct
Employee Stock Option	$20.79	2014-04-25	Common Stock (7500)		Direct
Employee Stock Option	$21.50	2014-10-15	Common Stock (7500)		Direct
Employee Stock Option	$19.96	2015-04-23	Common Stock (11250)		Direct
Employee Stock Option	$13.01	2015-10-15	Common Stock (11250)		Direct
Employee Stock Option	$14.67	2016-05-11	Common Stock (11250)		Direct
Employee Stock Option	$15.93	2016-10-15	Common Stock (11250)		Direct
Employee Stock Option	$21.32	2017-04-26	Common Stock (45000)		Direct
Employee Stock Option	$29.64	2018-04-27	Common Stock (20000)		Direct
Restricted Stock Unit	$0		Common Stock (5600)		Direct
Restricted Stock Unit	$0		Common Stock (16250)		Direct
Restricted Stock Unit	$0		Common Stock (15000)		Direct
Restricted Stock Unit	$0		Common Stock (10000)		Direct
Restricted Stock Unit	$0		Common Stock (10938)		Direct

Footnotes

F1: 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 September 27, 2004 with seven-sixtieths (7/60) of the options vesting on the grant date and the remaining options vested in 53 equal monthly increments commencing on October 1, 2004.

F2: As of the date of this filing, these options are fully vested.

F3: Two-sixtieths (2/60) of the options were vested and exercisable on the grant date. The remaining options vested in 58 equal monthly increments commencing on May 1, 2007.

F4: As of the date of this filing, these options are fully vested.

F5: Eight-sixtieths (8/60) of the options were vested and exercisable on the grant date. The remaining options vested in 52 equal monthly increments commencing on November 1, 2007.

F6: As of the date of this filing, these options are fully vested.

F7: Two-sixtieths (2/60) of the options were vested and exercisable on the grant date. The remaining options vested in 58 equal monthly increments commencing on May 1, 2008.

F8: As of the date of this filing, these options are fully vested.

F9: Eight-sixtieths (8/60) of the options were vested and exercisable on the grant date. The remaining options vested in 52 equal monthly increments commencing on November 1, 2008.

F10: As of the date of this filing, these options are fully vested and 3000 options to purchase remain exercisable.

F11: 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, 2009.

F12: As of the date of this filing, options to purchase 10,125 shares are vested.

F13: 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.

F14: As of the date of this filing, options to purchase 10,125 shares are vested.

F15: 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.

F16: As of the date of this filing, options to purchase 31,500 shares are vested.

F17: 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.

F18: As of the date of this filing, options to purchase 12,500 shares are vested.

F19: Represents restricted stock units acquired by reporting person 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.

F20: As of the date of this filing, 3,732 restricted stock units have vested and been released.

F21: Represents restricted stock units acquired by the Reporting Person 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, 2012, subject to the continued employment of the Reporting Person with Progress Software Corporation.

F22: As of the date of this filing, 5,416 restricted stock units have vested and been released.

F23: Represents restricted stock units acquired by the Reporting Person 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, 2013, subject to the continued employment of the Reporting Person with Progress Software Corporation.

F24: Represents restricted stock units acquired by the Reporting Person 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 four equal semiannual installments beginning on October 1, 2013, subject to the continued employment of the Reporting Person with Progress Software Corporation.

F25: Represents restricted stock units acquired by the Reporting Person 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. 3,645 restricted stock units vested on April 1, 2013. The remaining restricted stock units vest in four equal semiannual installments beginning on October 1, 2013, subject to the continued employment of the Reporting Person with Progress Software Corporation.

F26: As of the date of this filing, 3,645 restricted stock units have vested.