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: PERKINS CHRIS E (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-01	Common Stock	M	16000	—	Acquired	108613	Direct
2016-04-01	Common Stock	F	5203	$24.66	Disposed	103410	Direct
2016-04-01	Common Stock	M	2448	—	Acquired	105858	Direct
2016-04-01	Common Stock	F	795	$24.66	Disposed	105063	Direct
2016-04-01	Common Stock	M	12587	—	Acquired	117650	Direct
2016-04-01	Common Stock	F	4085	$24.66	Disposed	113565	Direct
2016-04-01	Common Stock	M	1292	—	Acquired	114857	Direct
2016-04-01	Common Stock	F	420	$24.66	Disposed	114437	Direct
2016-04-01	Common Stock	M	3256	—	Acquired	117693	Direct
2016-04-01	Common Stock	F	1057	$24.66	Disposed	116636	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-01	Restricted Stock Units	$	M	16000	Disposed		Common Stock (16000)	Direct
2016-04-01	Restricted Stock Units	$	M	2448	Disposed		Common Stock (2448)	Direct
2016-04-01	Restricted Stock Units	$	M	12587	Disposed		Common Stock (12587)	Direct
2016-04-01	Restricted Stock Units	$	M	1292	Disposed		Common Stock (1292)	Direct
2016-04-01	Restricted Stock Units	$	M	9768	Acquired		Common Stock (9768)	Direct
2016-04-01	Restricted Stock Units	$	M	3256	Disposed		Common Stock (3256)	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 February 1, 2013.

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 7, 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 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 29, 2015.

F7: On February 1, 2013, the Reporting Person was granted 96,000 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.

F8: On January 13, 2014, the Reporting Person was granted 14,688 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.

F9: On January 7, 2014, the Reporting Person was granted 75,520 restricted stock units, vesting in five installments, with one-third vesting on April 1, 2014 and the remaining restricted stock units vesting in four semi-annual installments, subject to the continued employment of the Reporting Person with Issuer.

F10: On January 29, 2015, the Reporting Person was granted 7,755 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.

F11: 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 semi-annual installments, subject to the continued employment of the Reporting Person with Issuer.