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: Benson David A (EVP and CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-01	Common Stock	M	1626	—	Acquired	35531	Direct
2014-10-01	Common Stock	F	530	$23.79	Disposed	35001	Direct
2014-10-01	Common Stock	M	1500	—	Acquired	36501	Direct
2014-10-01	Common Stock	F	489	$23.79	Disposed	36012	Direct
2014-10-01	Common Stock	M	1094	—	Acquired	37106	Direct
2014-10-01	Common Stock	F	357	$23.79	Disposed	36749	Direct
2014-10-01	Common Stock	M	524	—	Acquired	37273	Direct
2014-10-01	Common Stock	F	171	$23.79	Disposed	37102	Direct
2014-10-01	Common Stock	M	1180	—	Acquired	38282	Direct
2014-10-01	Common Stock	F	385	$23.79	Disposed	37897	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-01	Restricted Stock Units	$	M	1626	Disposed		Common Stock (1626)	Direct
2014-10-01	Restricted Stock Units	$	M	1500	Disposed		Common Stock (1500)	Direct
2014-10-01	Restricted Stock Units	$	M	1094	Disposed		Common Stock (1094)	Direct
2014-10-01	Restricted Stock Units	$	M	524	Disposed		Common Stock (524)	Direct
2014-10-01	Restricted Stock Units	$	M	1180	Disposed		Common Stock (1180)	Direct

Footnotes

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

F2: Includes 483 shares of common stock acquired through the Employee Stock Purchase Plan: 112 shares on December 31, 2013, 282 shares on March 31, 2014, and 89 shares on June 30, 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 May 28, 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 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 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 13, 2014.

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 7, 2014.

F8: On May 28, 2012, the Reporting Person was granted 9,750 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.

F9: On January 22, 2013, the Reporting Person was granted 9,000 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.

F10: On January 22, 2013, the Reporting Person was granted 6,563 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.

F11: On January 13, 2014, the Reporting Person was granted 3,148 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.

F12: 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.