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: PEAD PHILIP M (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-01	Common Stock	M	12240	—	Acquired	431107	Direct
2016-10-01	Common Stock	F	5697	$27.19	Disposed	425410	Direct
2016-10-01	Common Stock	M	3661	—	Acquired	429071	Direct
2016-10-01	Common Stock	F	1704	$27.19	Disposed	427367	Direct
2016-10-01	Common Stock	M	2906	—	Acquired	430273	Direct
2016-10-01	Common Stock	F	1353	$27.19	Disposed	428920	Direct
2016-10-01	Common Stock	M	3731	—	Acquired	432651	Direct
2016-10-01	Common Stock	F	1737	$27.19	Disposed	430914	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-01	Restricted Stock Units	$	M	12240	Disposed		Common Stock (12240)	Direct
2016-10-01	Restricted Stock Units	$	M	3661	Disposed		Common Stock (3661)	Direct
2016-10-01	Restricted Stock Units	$	M	2906	Disposed		Common Stock (2906)	Direct
2016-10-01	Restricted Stock Units	$	M	3731	Disposed		Common Stock (3731)	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 obligations of the Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 13, 2014.

F3: Represents shares of common stock withheld by Issuer to pay tax withholding obligations of the Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on March 2, 2015.

F4: Represents shares of common stock withheld by Issuer to pay tax withholding obligations of the Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on March 2, 2015.

F5: Represents shares of common stock withheld by Issuer to pay tax withholding obligations of the Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 19, 2016.

F6: On January 13, 2014, the Reporting Person was granted 73,437 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: Represents performance-based restricted stock units acquired by the Reporting Person based on Issuer performance in FY15, vesting in five installments, with one-third vesting on April 1, 2016 and the remaining restricted stocuk units vesting in four equal semi-annual installments beginning, subject to the continued employment of the Reporting Person with Issuer.

F8: On March 2, 2015, the Reporting Person was granted 17,436 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: On January 19, 2016, the Reporting Person was granted 22,389 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.