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: 2017-03-24

Reporting Person: Abkemeier Kurt (Former Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-24	Common Stock	A	2940	$28.14	Acquired	2940	Direct
2017-03-24	Common Stock	F	972	$28.14	Disposed	1968	Direct
2017-03-24	Common Stock	A	20221	$28.14	Acquired	22189	Direct
2017-03-24	Common Stock	F	6559	$28.14	Disposed	15630	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-24	Restricted Stock Units	$	M	2940	Disposed		Common Stock (2940.0)	Direct
2017-03-24	Restricted Stock Units	$	M	20221	Disposed		Common Stock (20221.0)	Direct
2017-03-24	Restricted Stock Units	$	D	27574	Disposed		Common Stock (27574.0)	Direct
2017-03-24	Employee Stock Options	$29.25	A	7551	Acquired	2024-02-17	Common Stock (7551.0)	Direct
2017-03-24	Restricted Stock Units	$	D	17095	Disposed		Common Stock (17095.0)	Direct

Footnotes

F1: 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 September 30, 2016.

F2: Restricted stock units convert into common stock on a one-for-one basis.

F3: Reflects the accelerated vesting of a portion of previously granted restricted stock units upon termination of employment of the Reporting Person with Issuer.

F4: On September 30, 2016 Reporting Person was granted 8,824 restricted stock units as part of a New Hire Grant pursuant to the Company's 2008 Stock Option and Incentive Plan. The restricted stock units were scheduled to vest in six equal semi-annual installments beginning on April 1, 2017, subject to the continued employment of the Reporting Person with Issuer.

F5: The unvested remaining restricted stock units were cancelled because Reporting Person left the employment of Issuer as Chief Financial Officer effective March 24, 2017. As of the date of this filing no restricted stock units have vested or been released.

F6: On September 30, 2016 Reporting Person was granted 60,662 restricted stock units as part of a New Hire Grant pursuant to the Company's 2008 Stock Option and Incentive Plan. The restricted stock units were scheduled to vest on September 30, 2019, subject to the continued employment of the Reporting Person with Issuer.

F7: On September 30, 2016 Reporting Person was granted 27,574 performance-based restricted stock units as part of a New Hire Grant pursuant to the Company's 2008 Stock Option and Incentive Plan. The performance-based restricted stock units were scheduled to vest based on Issuer's total shareholder return over a three-year period, as would be determined at the first meeting of the Issuer's compensation committee following November 30, 2018.

F8: Reflects the accelerated vesting of a portion of previously granted employee stock options immediately prior to the termination of employment of the Reporting Person with Issuer.

F9: On February 17, 2017 Reporting Person was granted an option to purchase 60,403 shares of common stock. The option was scheduled to vest in eight equal semiannual installments beginning on October 1, 2017, subject to the continued employment of the Reporting Person with Issuer. The unvested remaining options were cancelled because Reporting Person left the employment of Issuer as Chief Financial Officer effective March 24, 2017. As of the date of this filing no options have vested or been released.

F10: On February 17, 2017 Reporting Person was granted 17,095 performance-based restricted stock units as part of a New Hire Grant pursuant to the Company's 2008 Stock Option and Incentive Plan. The performance-based restricted stock units were scheduled to vest based on Issuer's total shareholder return over a three-year period, as would be determined at the first meeting of the Issuer's compensation committee following November 30, 2018.