PROGRESS SOFTWARE CORP /MA — Director's Dealing 2014

Jul 1, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2014-06-30

Reporting Person: Andrews Joseph (SVP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-30	Common Stock	M	7500	$14.30	Acquired	51082	Direct
2014-06-30	Common Stock	S	7500	$24.06	Disposed	43582	Direct
2014-06-30	Common Stock	M	3062	$14.30	Acquired	46644	Direct
2014-06-30	Common Stock	S	3062	$24.01	Disposed	43582	Direct
2014-06-30	Common Stock	M	6874	$14.30	Acquired	50456	Direct
2014-06-30	Common Stock	S	6874	$24.00	Disposed	43582	Direct
2014-06-30	Common Stock	M	4438	$14.30	Acquired	48020	Direct
2014-06-30	Common Stock	S	4438	$24.02	Disposed	43582	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-30	Employee Stock Option	$14.30	M	7500	Disposed	2014-09-26	Common Stock (7500)	Direct
2014-06-30	Employee Stock Option	$14.30	M	3062	Disposed	2014-09-26	Common Stock (3062)	Direct
2014-06-30	Employee Stock Option	$14.30	M	6874	Disposed	2014-09-26	Common Stock (6874)	Direct
2014-06-30	Employee Stock Option	$14.30	M	4438	Disposed	2014-09-26	Common Stock (4438)	Direct

Footnotes

F1: Includes 968 shares of common stock acquired by the Reporting Person through the Issuer's Employee Stock Purchase Program on March 31, 2014.

F2: This option grant reflects an amended option grant where "old" options were cancelled and "new" options were issued as replacement options. The option was originally granted on September 27, 2004 with seven-sixtieths (7/60) of the options vesting on the grant date and the remaining options vested in 53 equal monthly increments commencing on October 1, 2004.