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: FABERMAN STEPHEN H (VP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-01	Common Stock	M	120	—	Acquired	14371	Direct
2013-10-01	Common Stock	F	40	$26.00	Disposed	14331	Direct
2013-10-01	Common Stock	M	234	—	Acquired	14565	Direct
2013-10-01	Common Stock	F	77	$26.00	Disposed	14488	Direct
2013-10-01	Common Stock	M	433	—	Acquired	14921	Direct
2013-10-01	Common Stock	F	142	$26.00	Disposed	14779	Direct
2013-10-01	Common Stock	M	2500	—	Acquired	17279	Direct
2013-10-01	Common Stock	F	816	$26.00	Disposed	16463	Direct
2013-10-01	Common Stock	M	2500	—	Acquired	18963	Direct
2013-10-01	Common Stock	F	816	$26.00	Disposed	18147	Direct
2013-10-01	Common Stock	M	291	—	Acquired	18438	Direct
2013-10-01	Common Stock	F	95	$26.00	Disposed	18343	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-01	Restricted Stock Units	$	M	120	Acquired		Common Stock (120)	Direct
2013-10-01	Restricted Stock Units	$	M	234	Acquired		Common Stock (234)	Direct
2013-10-01	Restricted Stock Units	$	M	433	Acquired		Common Stock (433)	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	291	Acquired		Common Stock (291)	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: 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.

F8: On October 15, 2010, the reporting person was granted 720 restricted stock units, vesting in six equal installments beginning on April 1, 2011and continuing every six months thereafter until fully vested, subject to the continued employment of the Reporting Person with Issuer.

F9: On April 28, 2011, the reporting person was granted 1,400 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.

F10: On May 28, 2012, the reporting person was granted 2,600 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.

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.

F12: 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.

F13: On January 22, 2013, the reporting person was granted 1,750 restricted stock units, 583 of which vested on April 1, 2013 and 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.