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: Smith Jennifer E. (SVP & CMO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-01	Common Stock	M	327	—	Acquired	13800	Direct
2014-04-01	Common Stock	F	107	$22.09	Disposed	13693	Direct
2014-04-01	Common Stock	M	1625	—	Acquired	15318	Direct
2014-04-01	Common Stock	F	529	$22.09	Disposed	14789	Direct
2014-04-01	Common Stock	M	2500	—	Acquired	17289	Direct
2014-04-01	Common Stock	F	814	$22.09	Disposed	16475	Direct
2014-04-01	Common Stock	M	1094	—	Acquired	17569	Direct
2014-04-01	Common Stock	F	357	$22.09	Disposed	17212	Direct
2014-04-01	Common Stock	M	3933	—	Acquired	21145	Direct
2014-04-01	Common Stock	F	1281	$22.09	Disposed	19864	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-01	Restricted Stock Units	$	M	327	Disposed		Common Stock (327)	Direct
2014-04-01	Restricted Stock Units	$	M	1625	Disposed		Common Stock (1625)	Direct
2014-04-01	Restricted Stock Units	$	M	1094	Disposed		Common Stock (1094)	Direct
2014-04-01	Restricted Stock Units	$	M	2500	Disposed		Common Stock (2500)	Direct
2014-04-01	Restricted Stock Units	$	M	3933	Disposed		Common Stock (3933)	Direct

Footnotes

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

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 April 28, 2011.

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 April 28, 2011, the Reporting Person was granted 1,960 restricted stock units, vesting in six equal semi-annual installments beginning on October 1, 2011, subject to the continued employment of the Reporting Person with Issuer.

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 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.

F10: On January 22, 2013, the Reporting Person was granted 15,000 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: On January 7, 2014, the Reporting Person was granted 11,800 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.