PROGRESS SOFTWARE CORP /MA — Director's Dealing 2017

Apr 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2017-03-31

Reporting Person: Jalbert Paul A (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-31	Restricted Stock Units	$	M	10328	Acquired		Common Stock (10328.0)	Direct
2017-03-31	Restricted Stock Units	$	M	34424	Acquired		Common Stock (34424.0)	Direct
2017-03-31	Employee Stock Options	$29.05	M	35274	Acquired	2024-03-24	Common Stock (35274.0)	Direct
2017-03-31	Restricted Stock Units	$	M	17212	Acquired		Common Stock (17212.0)	Direct

Footnotes

F1: Represents restricted stock units acquired by the Reporting Person pursuant to the Company's 2008 Stock Option and Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of common stock. The restricted stock units vest in six equal installments beginning on October 1, 2017, subject to the continued employment of the Reporting Person with Progress Software Corporation.

F2: Represents restricted stock units acquired by the Reporting Person pursuant to the Company's 2008 Stock Option and Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of common stock. The restricted stock units fully vest on March 24, 2020, subject to the continued employment of the Reporting Person with Progress Software Corporation.

F3: Stock Options vest in eight equal semiannual installments beginning on October 1, 2017, subject to the continued employment of the Reporting Person with Progress Software Corporation.

F4: Represents performance-based restricted stock units that vest based on Progress Software Corporation total shareholder return over a three-year period, as will be determined at the first meeting of the Progress Software Corporation's compensation committee following November 30, 2019.