PROGRESS SOFTWARE CORP /MA — Director's Dealing 2013

Oct 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2013-10-01

Reporting Person: Aquilina Antonio J. (SVP, Strategy & Corp. Dev.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-01	Common Stock	M	2667	—	Acquired	18850	Direct
2013-10-01	Common Stock	F	870	$26.00	Disposed	17980	Direct
2013-10-01	Common Stock	M	2708	—	Acquired	20688	Direct
2013-10-01	Common Stock	F	883	$26.00	Disposed	19805	Direct
2013-10-01	Common Stock	M	2500	—	Acquired	22305	Direct
2013-10-01	Common Stock	F	816	$26.00	Disposed	21489	Direct
2013-10-01	Common Stock	M	2500	—	Acquired	23989	Direct
2013-10-01	Common Stock	F	816	$26.00	Disposed	23173	Direct
2013-10-01	Common Stock	M	1823	—	Acquired	24996	Direct
2013-10-01	Common Stock	F	595	$26.00	Disposed	24401	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-01	Restricted Stock Units	$	M	2667	Acquired		Common Stock (2667)	Direct
2013-10-01	Restricted Stock Units	$	M	2708	Acquired		Common Stock (2708)	Direct
2013-10-01	Restricted Stock Units	$	M	2500	Acquired		Common Stock (2500)	Direct
2013-10-01	Restricted Stock Units	$	M	2500	Acquired		Common Stock (2500)	Direct
2013-10-01	Restricted Stock Units	$	M	1823	Acquired		Common Stock (1823)	Direct

Footnotes

F1: Restricted stock units convert into common stock on a one-for-one basis.

F2: Represents shares of common stock withheld by Issuer to pay tax withholding obligation of Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 16, 2012.

F3: Represents shares of common stock withheld by Issuer to pay tax withholding obligation of Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on May 28, 2012.

F4: Represents shares of common stock withheld by Issuer to pay tax withholding obligation of Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 22, 2013.

F5: Represents shares of common stock withheld by Issuer to pay tax withholding obligation of Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 22, 2013.

F6: Represents shares of common stock withheld by Issuer to pay tax withholding obligation of Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 22, 2013.

F7: On January 16, 2012, the reporting person was granted 16,000 restricted stock units, vesting in six equal installments beginning on October 1, 2012 and continuing every six months thereafter until fully vested, subject to the continued employment of the Reporting Person with Issuer.

F8: On May 28, 2012, the reporting person was granted 16,250 restricted stock units, vesting in six equal installments beginning on October 1, 2012 and continuing every six months thereafter until fully vested, subject to the continued employment of the Reporting Person with Issuer.

F9: On January 22, 2013 , the reporting person was granted 15,000 restricted stock units, vesting in six equal installments beginning on October 1, 2013 and continuing every six months thereafter until fully vested, subject to the continued employment of the Reporting Person with Issuer.

F10: On January 22, 2013, the reporting person was granted 10,000 restricted stock units, vesting in four equal installments beginning on October 1, 2013 and continuing every six months thereafter until fully vested, subject to the continued employment of the Reporting Person with Issuer.

F11: On January 22, 2013, the reporting person was granted 10,938 restricted stock units, 3,645 of which vested on April 1, 2013 and with the rest vesting in four equal installments beginning on October 1, 2013 and continuing every six months thereafter until fully vested, subject to the continued employment of the Reporting Person with Issuer.