PROGRESS SOFTWARE CORP /MA — Director's Dealing 2015

Mar 4, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2015-03-02

Reporting Person: PEAD PHILIP M (Director, President and CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-02	Restricted Stock Units	$	A	17436	Acquired		Common Stock (17436)	Direct
2015-03-02	Performance Share Units	$	A	47222	Acquired		Common Stock (47222)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	228293	Direct

Footnotes

F1: This Form 4 corrects the amount of shares beneficially owned by the Reporting Person which previously included in error 73,437 performance share units that did not vest.

F2: Represents restricted stock units acquired by the Reporting Person pursuant to the Company's 2008 Stock Option and Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of common stock. The restricted stock units vest in six equal semiannual installments beginning on October 1, 2015, subject to the continued employment of the Reporting Person with Progress Software Corporation.

F3: Represents performance-based restricted stock units that vest based on Progress Software Corporation total shareholder return over a three-year period, as will be determined at the first meeting of the Progress Software Corporation's compensation committee following November 30, 2017.