PROGRESS SOFTWARE CORP /MA — Director's Dealing 2015

Oct 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2015-10-16

Reporting Person: Padir Karen T. (Pres, Business Line Executive)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-10-16	Common Stock	M	1679	$23.93	Acquired	44512	Direct
2015-10-16	Common Stock	F	546	$23.93	Disposed	43966	Direct
2015-10-16	Common Stock	M	1967	$23.93	Acquired	45933	Direct
2015-10-16	Common Stock	F	640	$23.93	Disposed	45293	Direct
2015-10-16	Common Stock	M	2326	$23.93	Acquired	47619	Direct
2015-10-16	Common Stock	F	756	$23.93	Disposed	46863	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-10-16	Restricted Stock Units	$	M	1679	Disposed		Common Stock (1679)	Direct
2015-10-16	Restricted Stock Units	$	M	1967	Disposed		Common Stock (1967)	Direct
2015-10-16	Restricted Stock Units	$	M	2326	Disposed		Common Stock (2326)	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 13, 2014.

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 7, 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 29, 2015.

F4: Restricted stock units convert into common stock on a one-for-one basis.

F5: 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.

F6: On January 13, 2014, the Reporting Person was granted 5,036 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.

F7: As of the date of this filing, 2,517 restricted stock units have already vested and been released. 1,679 restricted stock units vested on the Transaction Date and 840 restricted stock units cancelled due to termination of employment of the Reporting Person with Issuer.

F8: 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.

F9: As of the date of this filing, 9,833 restricted stock units have already vested and been released.

F10: On January 29, 2015, the Reporting Person was granted 6,980 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.

F11: As of the date of this filing, 1,163 restricted stock units have already vested and been released. 2,326 restricted stock units vested on the Transaction Date and 3,489 restricted stock units cancelled due to termination of employment of the Reporting Person with Issuer.