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: Goodson John (SVP, CPO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-01	Common Stock	M	1750	—	Acquired	27997	Direct
2013-10-01	Common Stock	F	584	$26.00	Disposed	27413	Direct
2013-10-01	Common Stock	M	2708	—	Acquired	30121	Direct
2013-10-01	Common Stock	F	904	$26.00	Disposed	29217	Direct
2013-10-01	Common Stock	M	5000	—	Acquired	34217	Direct
2013-10-01	Common Stock	F	2245	$26.00	Disposed	31972	Direct
2013-10-01	Common Stock	M	2500	—	Acquired	34472	Direct
2013-10-01	Common Stock	F	1199	$26.00	Disposed	33273	Direct
2013-10-01	Common Stock	M	1823	—	Acquired	35096	Direct
2013-10-01	Common Stock	F	875	$26.00	Disposed	34221	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-01	Restricted Stock Units	$	M	1750	Acquired		Common Stock (1750)	Direct
2013-10-01	Restricted Stock Units	$	M	2708	Acquired		Common Stock (2708)	Direct
2013-10-01	Restricted Stock Units	$	M	5000	Acquired		Common Stock (5000)	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 April 28, 2011.

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 April 28, 2011, the reporting person was granted 10,500 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.

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 30,000 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 six equal installments beginning on October 1, 2011 and continuing every fourmonths 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 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.