PROGRESS SOFTWARE CORP /MA — Director's Dealing 2015

Oct 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2015-10-01

Reporting Person: Benson David A (EVP and CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-10-01	Common Stock	M	1500	—	Acquired	43638	Direct
2015-10-01	Common Stock	F	488	$25.54	Disposed	43150	Direct
2015-10-01	Common Stock	M	525	—	Acquired	43675	Direct
2015-10-01	Common Stock	F	171	$25.54	Disposed	43504	Direct
2015-10-01	Common Stock	M	1181	—	Acquired	44685	Direct
2015-10-01	Common Stock	F	384	$25.54	Disposed	44301	Direct
2015-10-01	Common Stock	M	387	—	Acquired	44688	Direct
2015-10-01	Common Stock	F	126	$25.54	Disposed	44562	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-10-01	Restricted Stock Units	$	M	1500	Disposed		Common Stock (1500)	Direct
2015-10-01	Restricted Stock Units	$	M	525	Disposed		Common Stock (525)	Direct
2015-10-01	Restricted Stock Units	$	M	1181	Disposed		Common Stock (1181)	Direct
2015-10-01	Restricted Stock Units	$	M	387	Disposed		Common Stock (387)	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 January 22, 2013.

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 13, 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 7, 2014.

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 29, 2015.

F6: 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.

F7: 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.

F8: 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.

F9: 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.