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: Benson David A (EVP and CIO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	24929	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$14.29	2016-07-15	Common Stock (22500)		Direct
Employee Stock Option	$19.47	2017-01-14	Common Stock (22500)		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 (9750)		Direct
Restricted Stock Unit	$0		Common Stock (9000)		Direct
Restricted Stock Unit	$0		Common Stock (6563)		Direct

Footnotes

F1: These options vest in equal monthly increments over a 54 month period commencing on January 2, 2010.

F2: Option vests in equal monthly increments over a 54 month period commencing on the first day following six months of service.

F3: As of the date of this filing, options to purchase 18,333 shares have vested.

F4: 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.

F5: As of the date of this filing, options to purchase 31,500 shares have vested.

F6: 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.

F7: As of the date of this filing, options to purchase 12,500 shares have vested.

F8: 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.

F9: As of the date of this filing, 3,732 restricted stock units have vested and been released.

F10: 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.

F11: As of the date of this filing, 3,248 restricted stock units have vested and been released.

F12: 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.

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. 2,187 restricted stock units vested on April 1, 2013. The remaining 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.

F14: As of the date of this filing, 2,187 restricted stock units have vested.