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: Zupsic Andrew (SVP, Global Field Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-01	Common Stock	M	16667	—	Acquired	61118	Direct
2014-04-01	Common Stock	F	4559	$22.09	Disposed	56559	Direct
2014-04-01	Common Stock	M	3000	—	Acquired	59559	Direct
2014-04-01	Common Stock	F	821	$22.09	Disposed	58738	Direct
2014-04-01	Common Stock	M	3125	—	Acquired	61863	Direct
2014-04-01	Common Stock	F	855	$22.09	Disposed	61008	Direct
2014-04-01	Common Stock	M	4719	—	Acquired	65727	Direct
2014-04-01	Common Stock	F	1291	$22.09	Disposed	64436	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-01	Common Stock	$	M	16667	Disposed		Common Stock (16667)	Direct
2014-04-01	Common Stock	$	M	3000	Disposed		Common Stock (3000)	Direct
2014-04-01	Common Stock	$	M	3125	Disposed		Common Stock (3125)	Direct
2014-04-01	Common Stock	$	M	4719	Disposed		Common Stock (4719)	Direct

Footnotes

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

F2: The entire grant of 100,000 restricted stock units was reported on Table I in the Form 4 filed May 31, 2012 and the entire grants of 18,000 restricted stock units and 18,750 restricted stock units were reported on Table I in the Form 4 filed January 24, 2013. The remaining unvested restricted stock units are now reported on Table II rather than Table I.

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 7, 2014.

F7: 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.

F8: As of the date of this filing, 49,999 restricted stock units have already vested and been released.

F9: 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.

F10: As of the date of this filing, 3,000 restricted stock units have already vested and been released.

F11: 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.

F12: As of the date of this filing, 9,374 restricted stock units have already vested and been released.

F13: On January 7, 2014, the Reporting Person was granted 14,160 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.