PROGRESS SOFTWARE CORP /MA — Director's Dealing 2016

Oct 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2016-09-28

Reporting Person: PERKINS CHRIS E (Former Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-28	Restricted Stock Units	$	D	4896	Disposed		Common Stock (4896)	Direct
2016-09-28	Restricted Stock Units	$	D	31473	Disposed		Common Stock (31473)	Direct
2016-09-28	Restricted Stock Units	$	D	5171	Disposed		Common Stock (5171)	Direct
2016-09-28	Restricted Stock Units	$	D	7756	Disposed		Common Stock (7756)	Direct
2016-09-28	Restricted Stock Units	$	D	29082	Disposed		Common Stock (29082)	Direct
2016-09-28	Restricted Stock Units	$	D	7625	Disposed		Common Stock (7625)	Direct
2016-09-28	Restricted Stock Units	$	D	28594	Disposed		Common Stock (28594)	Direct

Footnotes

F1: Restricted stock units convert into common stock on a one-for-one basis.

F2: On January 13, 2014, the Reporting Person was granted 14,688 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. Reporting Person retired as Chief Financial Officer effective September 28, 2016, and the unvested restricted stock units were cancelled.

F3: On January 13, 2014, the Reporting Person was granted 31,743 performance-based restricted stock units that vest based on Issuer's total shareholder return over a three-year period, as will be determined at the first meeting of the Issuer's compensation committee following November 30, 2016. Reporting Person retired as Chief Financial Officer effective September 28, 2016, and the unvested performance-based restricted stock units were cancelled.

F4: On January 29, 2015, the Reporting Person was granted 7,755 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. Reporting Person retired as Chief Financial Officer effective September 28, 2016, and the unvested restricted stock units were cancelled.

F5: On January 29, 2015, the Reporting Person was granted 11,633 performance-based restricted stock units based on Issuer performance in FY15. Upon determination of achievement for FY15, each restricted stock unit vesting in five installments, with one-third vesting on April 1, 2016 and the remaining restricted stock units vests in four semi-annual installments, subject to the continued employment of the Reporting Person with Issuer. Reporting Person retired as Chief Financial Officer effective September 28, 2016, and the unvested restricted stock units were cancelled.

F6: On January 29, 2015, the Reporting Person was granted 29,082 performance-based restricted stock units that vest based on Issuer's total shareholder return over a three-year period, as will be determined at the first meeting of the Issuer's compensation committee following November 30, 2017. Reporting Person retired as Chief Financial Officer effective September 28, 2016, and the unvested performance-based restricted stock units were cancelled.

F7: On January 18, 2016, the Reporting Person was granted 7,625 restricted stock units, vesting in six equal semi-annual installments beginning on October 1, 2016, subject to the continued employment of the Reporting Person with Issuer. Reporting Person retired as Chief Financial Officer effective September 28, 2016, and the unvested restricted stock units were cancelled.

F8: On January 18, 2016, the Reporting Person was granted 28,594 performance-based restricted stock units that vest based on Issuer's total shareholder return over a three-year period, as will be determined at the first meeting of the Issuer's compensation committee following November 30, 2018. Reporting Person retired as Chief Financial Officer effective September 28, 2016, and the unvested performance-based restricted stock units were cancelled.