PROGRESS SOFTWARE CORP /MA — Director's Dealing 2016

Apr 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2016-04-01

Reporting Person: Benedict Michael (Chief Product Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-01	Common Stock	M	2500	—	Acquired	33515	Direct
2016-04-01	Common Stock	F	824	$24.66	Disposed	32691	Direct
2016-04-01	Common Stock	M	1049	—	Acquired	33740	Direct
2016-04-01	Common Stock	F	348	$24.66	Disposed	33392	Direct
2016-04-01	Common Stock	M	1967	—	Acquired	35359	Direct
2016-04-01	Common Stock	F	652	$24.66	Disposed	34707	Direct
2016-04-01	Common Stock	M	905	—	Acquired	35612	Direct
2016-04-01	Common Stock	F	300	$24.66	Disposed	35312	Direct
2016-04-01	Common Stock	M	2279	—	Acquired	37591	Direct
2016-04-01	Common Stock	F	755	$24.66	Disposed	36836	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-01	Restricted Stock Units	$	M	2500	Disposed		Common Stock (2500)	Direct
2016-04-01	Restricted Stock Units	$	M	1049	Disposed		Common Stock (1049)	Direct
2016-04-01	Restricted Stock Units	$	M	1967	Disposed		Common Stock (1967)	Direct
2016-04-01	Restricted Stock Units	$	M	905	Disposed		Common Stock (905)	Direct
2016-04-01	Restricted Stock Units	$	M	6836	Acquired		Common Stock (6836)	Direct
2016-04-01	Restricted Stock Units	$	M	2279	Disposed		Common Stock (2279)	Direct

Footnotes

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

F2: Includes 713 shares of common stock acquired through the Employee Stock Purchase Plan: 163 shares on March 31, 2015, 192 shares on June 30, 2015, 165 shares on September 30, 2015, and 193 shares on December 31, 2015.

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 22, 2013.

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 13, 2014.

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 7, 2014.

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 29, 2015.

F7: 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.

F8: On January 22, 2013, the Reporting Person was granted 15,000 restricted stock units, vesting in six equal semi-annual installments beginning on October 1, 2013, subject to the continued employment of the Reporting Person with Issuer.

F9: 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.

F10: On January 7, 2014, the Reporting Person was granted 11,800 restricted stock units, vesting in five installments, with one-third vesting on April 1, 2014 and the remaining restricted stock units vesting in four equal semi-annual installments, subject to the continued employment of the Reporting Person with Issuer.

F11: 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.

F12: 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.