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: Smith Jennifer E. (VP & CMO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-01	Common Stock	M	200	—	Acquired	9803	Direct
2013-10-01	Common Stock	F	66	$26.00	Disposed	9737	Direct
2013-10-01	Common Stock	M	327	—	Acquired	10064	Direct
2013-10-01	Common Stock	F	107	$26.00	Disposed	9957	Direct
2013-10-01	Common Stock	M	1625	—	Acquired	11582	Direct
2013-10-01	Common Stock	F	530	$26.00	Disposed	11052	Direct
2013-10-01	Common Stock	M	1094	—	Acquired	12146	Direct
2013-10-01	Common Stock	F	357	$26.00	Disposed	11789	Direct
2013-10-01	Common Stock	M	2500	—	Acquired	14289	Direct
2013-10-01	Common Stock	F	816	$26.00	Disposed	13473	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-01	Restricted Stock Units	$	M	200	Disposed		Common Stock (200)	Direct
2013-10-01	Restricted Stock Units	$	M	327	Disposed		Common Stock (327)	Direct
2013-10-01	Restricted Stock Units	$	M	1625	Disposed		Common Stock (1625)	Direct
2013-10-01	Restricted Stock Untis	$	M	1094	Disposed		Common Stock (1094)	Direct
2013-10-01	Restricted Stock Units	$	M	2500	Disposed		Common Stock (2500)	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 October 15, 2010.

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 April 28, 2011.

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 May 28, 2012.

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 October 15, 2010, the reporting person was granted 1,200 restricted stock units, vesting in six equal installments beginning on April 1, 2011 and continuing every six months thereafter until fully vested, subject to the continued employment of the Reporting Person with Issuer.

F8: On April 28, 2011, the reporting person was granted 1,960 restricted stock units, vesting in six equal installments beginning on October 1, 2011 and continuing every six months thereafter until fully vested, subject to the continued employment of the Reporting Person with Issuer.

F9: On May 28, 2012, the reporting person was granted 3,500 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.

F10: On January 22, 2013, the reporting person was granted 6,563 restricted stock units, vesting in five installments beginning with 2,187 vesting on April 1, 2013 and 1,094 vesting 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 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.