PROGRESS SOFTWARE CORP /MA — Director's Dealing 2014

Oct 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2014-10-01

Reporting Person: Benedict Michael (Pres, Business Unit Executive)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-01	Common Stock	M	1301	—	Acquired	18002	Direct
2014-10-01	Common Stock	F	432	$23.79	Disposed	17570	Direct
2014-10-01	Common Stock	M	2500	—	Acquired	20070	Direct
2014-10-01	Common Stock	F	829	$23.79	Disposed	19241	Direct
2014-10-01	Common Stock	M	876	—	Acquired	20117	Direct
2014-10-01	Common Stock	F	291	$23.79	Disposed	19826	Direct
2014-10-01	Common Stock	M	1049	—	Acquired	20875	Direct
2014-10-01	Common Stock	F	348	$23.79	Disposed	20527	Direct
2014-10-01	Common Stock	M	1966	—	Acquired	22493	Direct
2014-10-01	Common Stock	F	652	$23.79	Disposed	21841	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-01	Common Stock	$	M	1301	Disposed		Common Stock (1301)	Direct
2014-10-01	Common Stock	$	M	2500	Disposed		Common Stock (2500)	Direct
2014-10-01	Common Stock	$	M	876	Disposed		Common Stock (876)	Direct
2014-10-01	Common Stock	$	M	1049	Disposed		Common Stock (1049)	Direct
2014-10-01	Common Stock	$	M	1966	Disposed		Common Stock (1966)	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 May 28, 2012.

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: On May 28, 2012, the Reporting Person was granted 7,800 restricted stock units, vesting in six equal semi-annual installments beginning on October 1, 2012, subject to the continued employment of the Reporting Person with Issuer.

F8: On January 22, 2013, the Reporting Person was granted 15,000 restricted stock units, vesting in six equal semi-annual installments beginning on October 1, 2013, subject to the continued employment of the Reporting Person with Issuer.

F9: On January 22, 2013, the Reporting Person was granted 5,250 restricted stock units, vesting in five installments, with one-third vesting on April 1, 2013 and the remaining restricted stock units vesting in four equal semi-annual installments, subject to the continued employment of the Reporting Person with Issuer.

F10: On January 13, 2014, the Reporting Person was granted 6,295 restricted stock units, vesting in six equal semi-annual installments beginning on October 1, 2014, subject to the continued employment of the Reporting Person with Issuer.

F11: 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.