PROGRESS SOFTWARE CORP /MA — Director's Dealing 2014

Oct 8, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2014-10-06

Reporting Person: Andrews Joseph (SVP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-06	Common Stock	A	2709	$24.38	Acquired	54541	Direct
2014-10-06	Common Stock	F	1164	$24.38	Disposed	53377	Direct
2014-10-06	Common Stock	A	5000	$24.38	Acquired	58377	Direct
2014-10-06	Common Stock	F	2358	$24.38	Disposed	56019	Direct
2014-10-06	Common Stock	A	2500	$24.38	Acquired	58519	Direct
2014-10-06	Common Stock	F	1179	$24.38	Disposed	57340	Direct
2014-10-06	Common Stock	A	1823	$24.38	Acquired	59163	Direct
2014-10-06	Common Stock	F	860	$24.38	Disposed	58303	Direct
2014-10-06	Common Stock	A	1468	$24.38	Acquired	59771	Direct
2014-10-06	Common Stock	F	694	$24.38	Disposed	59077	Direct
2014-10-06	Common Stock	A	3934	$24.38	Acquired	63011	Direct
2014-10-06	Common Stock	F	1856	$24.38	Disposed	61155	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-06	Common Stock	$	M	2709	Disposed		Common Stock (2709)	Direct
2014-10-06	Common Stock	$	M	5000	Disposed		Common Stock (5000)	Direct
2014-10-06	Common Stock	$	M	2500	Disposed		Common Stock (2500)	Direct
2014-10-06	Common Stock	$	M	1823	Disposed		Common Stock (1823)	Direct
2014-10-06	Common Stock	$	M	1468	Disposed		Common Stock (1468)	Direct
2014-10-06	Common Stock	$	M	3934	Disposed		Common Stock (3934)	Direct

Footnotes

F1: 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.

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 22, 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 January 22, 2013.

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 13, 2014.

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 7, 2014.

F7: Restricted stock units convert into common stock on a one-for-one basis.

F8: Reflects the accelerated vesting of all or a portion of previously granted restricted stock units immediately prior to the termination of the Reporting Person with Issuer.

F9: 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.

F10: As of the date of this filing, 8,756 restricted stock units have already vested and been released.

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: As of the date of this filing, 4,692 restricted stock units have already vested and been released.

F13: On January 22, 2013, the reporting person was granted 10,000 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.

F14: As of the date of this filing, 4,692 restricted stock units have already vested and been released.

F15: 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.

F16: As of the date of this filing, 5,877 restricted stock units have already vested and been released.

F17: On January 13, 2014, the Reporting Person was granted 4,407 restricted stock units vesting in six equal semiannual installments beginning on October 1, 2014, subject to the continued employment of the Reporting Person with Issuer.

F18: As of the date of this filing, 495 restricted stock units have already vested and been released.

F19: On January 7, 2014, the Reporting Person was granted 11,800 restricted stock units, vesting in five installments, with one-third vesting on April 1, 2014 and the remaining restricted stock units vesting in four equal semi-annual installments, subject to the continued employment of the Reporting Person with Issuer.

F20: As of the date of this filing, 3,978 restricted stock units have already vested and been released.