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: Padir Karen T. (Pres, Business Line Executive)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-01	Common Stock	M	8333	—	Acquired	27867	Direct
2014-10-01	Common Stock	F	2713	$23.79	Disposed	25154	Direct
2014-10-01	Common Stock	M	839	—	Acquired	25993	Direct
2014-10-01	Common Stock	F	274	$23.79	Disposed	25719	Direct
2014-10-01	Common Stock	M	1966	—	Acquired	27685	Direct
2014-10-01	Common Stock	F	640	$23.79	Disposed	27045	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-01	Restricted Stock Units	$	M	8333	Disposed		Common Stock (8333)	Direct
2014-10-01	Restricted Stock Units	$	M	839	Disposed		Common Stock (839)	Direct
2014-10-01	Restricted Stock Units	$	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 October 15, 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 13, 2014.

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 7, 2014.

F5: On October 15, 2012, the Reporting Person was granted 50,000 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.

F6: On January 13, 2014, the Reporting Person was granted 5,036 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.

F7: On January 4, 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.