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PROGRESS SOFTWARE CORP /MA Director's Dealing 2014

Apr 3, 2014

31754_dirs_2014-04-03_6a33f240-6ff2-4ae7-bfd5-9c38f5620f33.zip

Director's Dealing

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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: Goodson John (SVP, CPO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-04-01 Common Stock M 1750 Acquired 35971 Direct
2014-04-01 Common Stock F 581 $22.09 Disposed 35390 Direct
2014-04-01 Common Stock M 2708 Acquired 38098 Direct
2014-04-01 Common Stock F 898 $22.09 Disposed 37200 Direct
2014-04-01 Common Stock M 5000 Acquired 42200 Direct
2014-04-01 Common Stock F 1658 $22.09 Disposed 40542 Direct
2014-04-01 Common Stock M 2500 Acquired 43042 Direct
2014-04-01 Common Stock F 829 $22.09 Disposed 42213 Direct
2014-04-01 Common Stock M 1823 Acquired 44036 Direct
2014-04-01 Common Stock F 605 $22.09 Disposed 43431 Direct
2014-04-01 Common Stock M 7866 Acquired 51297 Direct
2014-04-01 Common Stock F 2608 $22.09 Disposed 48689 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-04-01 Restricted Stock Units $ M 1750 Disposed Common Stock (1750) Direct
2014-04-01 Restricted Stock Units $ M 2708 Disposed Common Stock (2708) Direct
2014-04-01 Restricted Stock Units $ M 5000 Disposed Common Stock (5000) Direct
2014-04-01 Restricted Stock Units $ M 2500 Disposed Common Stock (2500) Direct
2014-04-01 Restricted Stock Units $ M 1823 Disposed Common Stock (1823) Direct
2014-04-01 Restricted Stock Units $ M 7866 Disposed Common Stock (7866) 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 22, 2013.

F7: 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.

F8: On April 28, 2011, the Reporting Person was granted 10,500 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.

F9: On May 28, 2012, the Reporting Person was granted 16,250 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.

F10: On January 22, 2013, the Reporting Person was granted 30,000 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 22, 2013, the Reporting Person was granted 10,000 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.

F12: On January 22, 2013, the Reporting Person was granted 10,938 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: On January 7, 2014, the Reporting Person was granted 23,600 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.