PROGRESS SOFTWARE CORP /MA — Director's Dealing 2016

Sep 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2016-09-12

Reporting Person: Praesidium Investment Management Company, LLC (10% Owner)
Reporting Person: Oram Kevin (10% Owner)
Reporting Person: Uddo Peter (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-12	Common Stock	S	900000	$28.11	Disposed	5807017	Indirect

Footnotes

F1: On September 12, 2016, Praesidium Investment Management Company, LLC ("Praesidium") in a single transaction sold to an unaffiliated third party 900,000 shares of common stock of Progress Software Corporation (the "Issuer") on behalf of certain third party accounts it manages (the "Managed Accounts") and certain investment fund vehicles (the "Investment Fund Vehicles") for which Praesidium serves as investment manager.

F2: Since the reporting persons filed their Form 3 with the Securities and Exchange Commission on January 11, 2016, Praesidium has terminated an investment management agreement for a certain managed account that held 15,439 shares of the Issuer's common stock and 63,868 shares of the Issuer's Common Stock were withdrawn by the account owners of certain managed accounts. The reporting persons therefore no longer have a pecuniary interest in such shares.

F3: Praesidium may be deemed to beneficially own 5,488,666 shares of common stock of the Issuer held in the Managed Accounts (the "Managed Account Shares") and 318,351 shares of common stock of the Issuer held in the accounts of the Investment Fund Vehicles (the "Investment Fund Vehicle Shares") because Praesidium may be deemed to exercise investment power over such shares. Kevin Oram and Peter Uddo may be deemed to beneficially own the Managed Account Shares and the Investment Fund Vehicle Shares because they may be deemed to control Praesidium as the managing members of Praesidium.

F4: (continued from footnote 3) Praesidium, Mr. Oram and Mr. Uddo may be deemed to have a pecuniary interest in the Managed Account Shares due to Praesidium's right to receive performance fees subject to certain hurdles and/or benchmarks. Further, Praesidium, Mr. Oram and Mr. Uddo may be deemed to have a pecuniary interest in the Investment Fund Vehicle Shares due to their indirect right to receive a performance fee and/or performance allocation, as applicable, subject to certain hurdles and/or benchmarks. Each of Praesidium, Mr. Oram and Mr. Uddo disclaims beneficial ownership of the reported securities of the Issuer except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that any of Praesidium, Mr. Oram or Mr. Uddo is the beneficial owner of such securities for Section 16 or any other purpose.