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: Benedict Michael (Chief Product Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-01	Common Stock	M	1049	—	Acquired	38585	Direct
2016-10-01	Common Stock	F	348	$27.19	Disposed	38237	Direct
2016-10-01	Common Stock	M	905	—	Acquired	39142	Direct
2016-10-01	Common Stock	F	300	$27.19	Disposed	388842	Direct
2016-10-01	Common Stock	M	1139	—	Acquired	39981	Direct
2016-10-01	Common Stock	F	378	$27.19	Disposed	39603	Direct
2016-10-01	Common Stock	M	508	—	Acquired	40111	Direct
2016-10-01	Common Stock	F	169	$27.19	Disposed	39942	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-01	Restricted Stock Units	$	M	1049	Disposed		Common Stock (1049)	Direct
2016-10-01	Restricted Stock Units	$	M	905	Disposed		Common Stock (905)	Direct
2016-10-01	Restricted Stock Units	$	M	1139	Disposed		Common Stock (1139)	Direct
2016-10-01	Restricted Stock Units	$	M	508	Disposed		Common Stock (508)	Direct

Footnotes

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

F2: Includes 700 shares of common stock acquired through the Employee Stock Purchase Plan: 478 shares on March 31, 2016 and 222 shares on June 30, 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 29, 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 29, 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 6,295 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 29, 2015, the Reporting Person was granted 5,429 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 3,050 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.