PROGRESS SOFTWARE CORP /MA — Director's Dealing 2014

Apr 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2014-04-01

Reporting Person: PEAD PHILIP M (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-01	Common Stock	M	50000	—	Acquired	137896	Direct
2014-04-01	Common Stock	F	19554	$22.09	Disposed	118342	Direct
2014-04-01	Common Stock	M	78665	—	Acquired	197007	Direct
2014-04-01	Common Stock	F	33000	$22.09	Disposed	164007	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-01	Common Stock	$	M	50000	Disposed		Common Stock (50000)	Direct
2014-04-02	Common Stock	$	M	78665	Disposed		Common Stock (78665)	Direct

Footnotes

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

F2: In the Form 4 filed January 24, 2013, the entire grant of 300,000 restricted stock units was initially reported on Table I. The remaining unvested restricted stock units are now reported on Table II instead of Table I.

F3: Represents shares of common stock withheld by Issuer to pay tax withholding obligations of the 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 obligations of the Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 7, 2014.

F5: On January 22, 2013, the Reporting Person was granted 300,000 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.

F6: As of the date of this filing, 50,000 restricted stock units have already vested and been released.

F7: On January 7, 2014, the Reporting Person was granted 236,000 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.