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: Benson David A (EVP and CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-01	Common Stock	M	934	—	Acquired	25863	Direct
2013-10-01	Common Stock	F	305	$26.00	Disposed	25999	Direct
2013-10-01	Common Stock	M	1625	—	Acquired	27624	Direct
2013-10-01	Common Stock	F	530	$26.00	Disposed	27094	Direct
2013-10-01	Common Stock	M	1094	—	Acquired	28188	Direct
2013-10-01	Common Stock	F	357	$26.00	Disposed	27831	Direct
2013-10-01	Common Stock	M	1500	—	Acquired	29331	Direct
2013-10-01	Common Stock	F	490	$26.00	Disposed	28841	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-01	Restricted Stock Units	$	M	934	Acquired		Common Stock (934)	Direct
2013-10-01	Restricted Stock Units	$	M	1625	Acquired		Common Stock (1625)	Direct
2013-10-01	Restricted Stock Units	$	M	1094	Acquired		Common Stock (1094)	Direct
2013-10-01	Restricted Stock Units	$	M	1500	Acquired		Common Stock (1500)	Direct

Footnotes

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

F2: Includes 441 shares acquired through Employee Stock Purchase Plan: 328 shares on March 31, 2013 and 113 shares on June 30, 2013.

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 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.

F8: On May 28, 2012, the reporting person was granted 9,750 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 6,563 restricted stock units, 2,187 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.

F10: On January 22, 2013, the reporting person was granted 9,000 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.