PROGRESS SOFTWARE CORP /MA — Director's Dealing 2015

Nov 3, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2015-10-30

Reporting Person: Benson David A (EVP and CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-10-30	Common Stock	M	1500	$24.31	Acquired	46062	Direct
2015-10-30	Common Stock	F	488	$24.31	Disposed	45574	Direct
2015-10-30	Common Stock	M	1050	$24.31	Acquired	46624	Direct
2015-10-30	Common Stock	F	342	$24.31	Disposed	46282	Direct
2015-10-30	Common Stock	M	1180	$24.31	Acquired	47462	Direct
2015-10-30	Common Stock	F	384	$24.31	Disposed	47078	Direct
2015-10-30	Common Stock	M	776	$24.31	Acquired	47854	Direct
2015-10-30	Common Stock	F	253	$24.31	Disposed	47601	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-10-30	Restricted Stock Units	$	M	1500	Disposed		Common Stock (1500)	Direct
2015-10-30	Restricted Stock Units	$	M	1050	Disposed		Common Stock (1050)	Direct
2015-10-30	Restricted Stock Units	$	M	1180	Disposed		Common Stock (1180)	Direct
2015-10-30	Restricted Stock Units	$	M	776	Disposed		Common Stock (776)	Direct

Footnotes

F1: 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.

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 January 13, 2014.

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 January 7, 2014.

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 29, 2015.

F5: Restricted stock units convert into common stock on a one-for-one basis.

F6: Reflects the accelerated vesting of all or a portion of previously granted restricted stock units immediately prior to the termination of employment of the Reporting Person with Issuer.

F7: On January 22, 2013, the Reporting Person was granted 9,000 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.

F8: As of the date of this filing, 7,500 restricted stock units have already vested and been released.

F9: On January 13, 2014, the Reporting Person was granted 3,148 restricted stock units, vesting in six equal semi-annual installments beginning on October 1, 2014, subject to the continued employment of the Reporting Person with Issuer.

F10: As of the date of this filing, 1,573 restricted stock units have already vested and been released, 1,050 restricted stock units vested on the Transaction Date and 525 restricted stock units are cancelled due to termination of employment of the Reporting Person with Issuer.

F11: On January 7, 2014, the Reporting Person was granted 7,080 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.

F12: As of the date of this filing, 5,900 restricted stock units have already vested and been released.

F13: On January 29, 2015, the Reporting Person was granted 2,327 restricted stock units, vesting in six equal semi-annual installments beginning on October 1, 2015, subject to the continued employment of the Reporting Person with Issuer.

F14: As of the date of this filing, 387 restricted stock units have already vested and been released, 776 restricted stock units vested on the Transaction Date and 1,164 restricted stock units are cancelled due to termination of employment of the Reporting Person with Issuer.