PROGRESS SOFTWARE CORP /MA — Director's Dealing 2014

Sep 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2014-09-01

Reporting Person: Zupsic Andrew (SVP, Global Field Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-01	Common Stock	A	33334	$23.06	Acquired	97770	Direct
2014-09-01	Common Stock	F	13741	$23.06	Disposed	84029	Direct
2014-09-01	Common Stock	A	6000	$23.06	Acquired	90029	Direct
2014-09-01	Common Stock	F	2517	$23.06	Disposed	87512	Direct
2014-09-01	Common Stock	A	6251	$23.06	Acquired	93763	Direct
2014-09-01	Common Stock	F	2623	$23.06	Disposed	91140	Direct
2014-09-01	Common Stock	A	4720	$23.06	Acquired	95860	Direct
2014-09-01	Common Stock	F	1981	$23.06	Disposed	93879	Direct
2014-09-01	Common Stock	A	4896	$23.06	Acquired	98775	Direct
2014-09-01	Common Stock	F	2054	$23.06	Disposed	96721	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-01	Common Stock	$	M	33334	Disposed		Common Stock (33334)	Direct
2014-09-01	Common Stock	$	M	6000	Disposed		Common Stock (3000)	Direct
2014-09-01	Common Stock	$	M	6251	Disposed		Common Stock (3125)	Direct
2014-09-01	Common Stock	$	M	4720	Disposed		Common Stock (4720)	Direct
2014-09-01	Common Stock	$	M	4896	Disposed		Common Stock (4896)	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 7, 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 13, 2014.

F6: Restricted stock units convert into common stock on a one-for-one basis.

F7: Reflects the accelerated vesting of all or a portion of previously granted restricted stock units immediately prior to the termination of employment of the Reporting Person with Issuer.

F8: On May 28, 2012, the Reporting Person was granted 100,000 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: As of the date of this filing, 66,666 restricted stock units have already vested and been released.

F10: On January 22, 2013, the Reporting Person was granted 18,000 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.

F11: As of the date of this filing, 6,000 restricted stock units have already vested and been released.

F12: On January 22, 2013, the Reporting Person was granted 18,750 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.

F13: As of the date of this filing, 12,499 restricted stock units have already vested and been released.

F14: On January 7, 2014, the Reporting Person was granted 14,160 restricted stock units upon conversion of performance share units relating to FY13 performance pursuant to the Company's 2008 Stock Option and Incentive Plan. One-third of the restricted stock units vested on April 1, 2014, with the remaining restricted stock units vesting in four semiannual installments over two years, subject to the continued employment of the Reporting Person with Issuer.

F15: As of the date of this filing, 4,719 restricted stock units have already vested and been released.

F16: On January 13, 2014, the Reporting Person was granted 14,688 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.

F17: As of the date of this filing, no restricted stock units have vested previously or been released.