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: Jalbert Paul A (VP & CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-01	Common Stock	M	4167	—	Acquired	14217	Direct
2014-10-01	Common Stock	F	1357	$23.79	Disposed	12860	Direct
2014-10-01	Common Stock	M	349	—	Acquired	13209	Direct
2014-10-01	Common Stock	F	114	$23.79	Disposed	13095	Direct
2014-10-01	Common Stock	M	1180	—	Acquired	14275	Direct
2014-10-01	Common Stock	F	385	$23.79	Disposed	13890	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-01	Common Stock	$	M	4167	Disposed		Common Stock (4167)	Direct
2014-01-01	Common Stock	$	M	349	Disposed		Common Stock (349)	Direct
2014-10-01	Common Stock	$	M	1180	Disposed		Common Stock (1180)	Direct

Footnotes

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

F2: Includes 1,191 shares of common stock acquired through the Employee Stock Purchase Plan on March 31, 2014.

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 October 15, 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 13, 2014.

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 7, 2014.

F6: On October 15, 2012, the Reporting Person was granted 25,000 restricted stock units, vesting in six equal semi-annual installments beginning on April 1, 2013, subject to the continued employment of the Reporting Person with Issuer.

F7: On January 13, 2014, the Reporting Person was granted 2,099 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.

F8: On January 7, 2014, the Reporting Person was granted 7,080 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.