PROGRESS SOFTWARE CORP /MA — Director's Dealing 2017

Apr 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2017-04-01

Reporting Person: Jalbert Paul A (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-01	Common Stock	M	350	—	Acquired	5506	Direct
2017-04-01	Common Stock	F	133	$29.12	Disposed	5373	Direct
2017-04-01	Common Stock	M	333	—	Acquired	5706	Direct
2017-04-01	Common Stock	F	126	$29.12	Disposed	5580	Direct
2017-04-01	Common Stock	M	159	—	Acquired	5739	Direct
2017-04-01	Common Stock	F	61	$29.12	Disposed	5678	Direct
2017-04-01	Common Stock	M	333	—	Acquired	6011	Direct
2017-04-01	Common Stock	F	126	$29.12	Disposed	5885	Direct
2017-04-01	Common Stock	M	166	—	Acquired	6051	Direct
2017-04-01	Common Stock	F	58	$29.12	Disposed	5993	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-01	Restricted Stock Units	$	M	350	Disposed		Common Stock (350.0)	Direct
2017-04-01	Restricted Stock Units	$	M	333	Disposed		Common Stock (333.0)	Direct
2017-04-01	Restricted Stock Units	$	M	159	Disposed		Common Stock (159.0)	Direct
2017-04-01	Restricted Stock Units	$	M	333	Disposed		Common Stock (333.0)	Direct
2017-04-01	Restricted Stock Units	$	M	166	Disposed		Common Stock (166.0)	Direct

Footnotes

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

F2: Includes the sale of 21,041 shares of common stock as reported on the Reporting Person's Form 4 filed on July 12, 2016 but omitted from the Amount of Securities Beneficially Owned in the Form 4 filed on October 4, 2016.

F3: Represents shares of common stock withheld by Issuer to pay tax witholding 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 witholding obligation of Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 15, 2015.

F5: Represents shares of common stock withheld by Issuer to pay tax witholding obligation of Reporting Person upon the vesting of performance-based restricted stock units granted to the Reporting Person on January 15, 2015.

F6: Represents shares of common stock withheld by Issuer to pay tax witholding obligation of Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 18, 2016.

F7: Represents shares of common stock withheld by Issuer to pay tax witholding obligation of Reporting Person upon the vesting of performance-based restricted stock units granted to the Reporting Person on January 18, 2016.

F8: On January 13, 2014, the Reporting Person was granted 2,099 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 15, 2015, the Reporting Person was granted 2,000 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.

F10: On January 15, 2015, the Reporting Person was granted 2,000 performance-based restricted stock units based on Issuer performance in FY15. Each performance-based restricted stock unit vests in five installments, with one-third vested 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.

F11: On January 18, 2016, the Reporting Person was granted 2,002 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.

F12: On January 18, 2016, the Reporting Person was granted 2,002 performance-based restricted stock units, vesting in five installments, with one-third vesting on April 1, 2017 and the remaining performance-based restricted stock units vesting in four equal semi-annual installments, subject to the continued employment of the Reporting Person with Issuer.