PROGRESS SOFTWARE CORP /MA — Director's Dealing 2013

Aug 6, 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: Smith Jennifer E. (VP & CMO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12136	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$19.96	2015-04-23	Common Stock (4500)		Direct
Employee Stock Option	$13.01	2015-10-15	Common Stock (7500)		Direct
Employee Stock Option	$14.67	2016-05-11	Common Stock (4050)		Direct
Employee Stock Option	$15.93	2016-10-15	Common Stock (4050)		Direct
Employee Stock Option	$21.32	2017-04-26	Common Stock (11700)		Direct
Employee Stock Option	$24.87	2017-10-15	Common Stock (4500)		Direct
Restricted Stock Unit	$0		Common Stock (1200)		Direct
Employee Stock Option	$29.64	2018-04-27	Common Stock (7000)		Direct
Restricted Stock Unit	$0		Common Stock (1960)		Direct
Restricted Stock Unit	$0		Common Stock (9750)		Direct
Restricted Stock Unit	$0		Common Stock (15000)		Direct
Restricted Stock Unit	$0		Common Stock (6563)		Direct

Footnotes

F1: 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.

F2: As of the date of this filing, options to purchase 2,000 shares remain exercisable.

F3: 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.

F4: As of the date of this filing, options to purchase 278 shares remain exercisable.

F5: 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.

F6: As of the date of this filing, options to purchase 810 shares remain exercisable.

F7: 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, 2009.

F8: As of the date of this filing, options to purchase 8,190 shares remain exercisable.

F9: Two-sixtieths (2/60) of the options were vested and exercisable on the grant date. The remaining options vest in 58 equal monthly increments commencing on May 1, 2010.

F10: As of the date of this filing, options to purchase 8,190 shares have vested.

F11: 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, 2010.

F12: As of the date of this filing, options to purchase 3,150 shares have vested.

F13: 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 April 1, 2011, subject to the continued employment of the Reporting Person with Progress Software Corporation.

F14: As of the date of this filing, 1,000 restricted stock units have vested and been released.

F15: 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.

F16: As of the date of this filing, options to purchase 4,375 shares have vested.

F17: 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, 2011, subject to the continued employment of the Reporting Person with Progress Software Corporation.

F18: As of the date of this filing, 1,306 restricted stock units have vested and been released.

F19: 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.

F20: As of the date of this filing, 3,248 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, 2013, subject to the continued employment of the Reporting Person with Progress Software Corporation.

F22: 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. 2,187 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.

F23: As of the date of this filing, 2,187 restricted stock units have vested and been released.