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: Rulli Jerry (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-01	Common Stock	M	3425	—	Acquired	14000	Direct
2016-10-01	Common Stock	F	1112	$27.19	Disposed	12888	Direct
2016-10-01	Common Stock	M	1833	—	Acquired	14721	Direct
2016-10-01	Common Stock	F	881	$27.19	Disposed	13840	Direct
2016-10-01	Common Stock	M	2541	—	Acquired	16381	Direct
2016-10-01	Common Stock	F	825	$27.19	Disposed	15556	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-01	Restricted Stock Units	$	M	3425	Disposed		Common Stock (3425)	Direct
2016-10-01	Restricted Stock Units	$	M	2714	Disposed		Common Stock (2714)	Direct
2016-10-01	Restricted Stock Units	$	M	2541	Disposed		Common Stock (2541)	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 September 29, 2014.

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 29, 2015.

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 18, 2016.

F5: On September 29, 2014, the Reporting Person was granted 20,551 restricted stock units, vesting in six equal semi-annual installments beginning on April 1, 2015, subject to the continued employment of the Reporting Person with Issuer.

F6: 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.

F7: On January 18, 2016, the Reporting Person was granted 15,250 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.