PROGRESS SOFTWARE CORP /MA — Director's Dealing 2016

Oct 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2016-10-01

Reporting Person: Jalbert Paul A (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-01	Common Stock	M	350	—	Acquired	23743	Direct
2016-10-01	Common Stock	F	114	$27.19	Disposed	23629	Direct
2016-10-01	Common Stock	M	333	—	Acquired	23962	Direct
2016-10-01	Common Stock	F	109	$27.19	Disposed	23853	Direct
2016-10-01	Common Stock	M	159	—	Acquired	24012	Direct
2016-10-01	Common Stock	F	52	$27.19	Disposed	23960	Direct
2016-10-01	Common Stock	M	333	—	Acquired	24293	Direct
2016-10-01	Common Stock	F	109	$27.19	Disposed	24184	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-01	Restricted Stock Units	$	M	350	Disposed		Common Stock (350)	Direct
2016-10-01	Restricted Stock Units	$	M	333	Disposed		Common Stock (333)	Direct
2016-10-01	Restricted Stock Units	$	M	159	Disposed		Common Stock (159)	Direct
2016-10-01	Restricted Stock Units	$	M	333	Disposed		Common Stock (333)	Direct

Footnotes

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

F2: Includes 1,268 shares of common stock acquired through the Employee Stock Purchasing Plan: 227 on June 30, 2015, and 1,041 on March 31, 2016.

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 15, 2015.

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 15, 2015.

F6: 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 18, 2016.

F7: On January 13, 2014, the Reporting Person was granted 2,099 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 15, 2015, the Reporting Person was granted 2,000 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.

F9: Represents performance-based restricted stock units acquired by the Reporting Person based on Issuer performance in FY15. Each restricted stock unit vests in five installments, with one-third vesting on April 1, 2016 and the remaining restricted stock units vesting in four equal semi-annual installments, subject to the continued employment of the Reporting Person with Issuer.

F10: On January 18, 2016, the Reporting Person was granted 2,002 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.