PROGRESS SOFTWARE CORP /MA — Director's Dealing 2017

Jan 9, 2017

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2016-11-30

Reporting Person: Benedict Michael (Former Chief Product Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-11	Common Stock	A	1050	$28.36	Acquired	40992	Direct
2016-11-11	Common Stock	F	348	$28.36	Disposed	40644	Direct
2016-11-11	Common Stock	A	1810	$28.36	Acquired	42454	Direct
2016-11-11	Common Stock	F	600	$28.36	Disposed	41854	Direct
2016-11-11	Common Stock	A	2279	$28.36	Acquired	44133	Direct
2016-11-11	Common Stock	F	756	$28.36	Disposed	43377	Direct
2016-11-11	Common Stock	A	1016	$28.36	Acquired	44393	Direct
2016-11-11	Common Stock	F	338	$28.36	Disposed	44055	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-11	Restricted Stock Units	$	M	1050	Disposed		Common Stock (1050.0)	Direct
2016-11-11	Restricted Stock Units	$	D	21822	Disposed		Common Stock (21822.0)	Direct
2016-11-11	Restricted Stock Units	$	M	1810	Disposed		Common Stock (1810.0)	Direct
2016-11-11	Restricted Stock Units	$	M	2279	Disposed		Common Stock (2279.0)	Direct
2016-11-11	Restricted Stock Units	$	D	20939	Disposed		Common Stock (20939.0)	Direct
2016-11-11	Restricted Stock Units	$	M	1016	Disposed		Common Stock (1016.0)	Direct
2016-11-11	Restricted Stock Units	$	D	23638	Disposed		Common Stock (23638.0)	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 January 13, 2014.

F2: 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 29, 2015.

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 18, 2016.

F4: Restricted stock units convert into common stock on a one-for-one basis.

F5: Reflects the accelerated vesting of all or a portion of previously granted restricted stock units immediately prior to the termination of employment of the Reporting Person with Issuer.

F6: 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.

F7: As of the date of this filing, 5,245 restricted stock units have vested or been released.

F8: On January 13, 2014, the Reporting Person was granted 21,822 performance-based restricted stock units that vest based on Issuer's total shareholder return over a three-year period, as will be determined at the first meeting of the Issuer's compensation committee following November 30, 2016.

F9: As of the date of this filing, no performance-based restricted stock units have vested or been released, and because Reporting Person left the employment of Issuer as Chief Product Officer effective November 11, 2016, the unvested performance-based restricted stock units were cancelled.

F10: 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.

F11: As of the date of this filing, 2,714 restricted stock units have vested or been released, and because Reporting Person left the employment of Issuer as Chief Product Officer effective November 11, 2016, the unvested remaining restricted stock units were cancelled.

F12: On January 29, 2015, the Reporting Person was granted 8,143 performance-based restricted stock units based on Issuer performance in FY15. Upon determination of achievement for FY15, each 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.

F13: As of the date of this filing, 4,071 performance-based restricted stock units have vested or been released, and because Reporting Person left the employment of Issuer as Chief Product Officer effective November 11, 2016, the unvested remaining performance-based restricted stock units were cancelled.

F14: On January 29, 2015, the Reporting Person was granted 20,939 performance-based restricted stock units that vest based on Issuer's total shareholder return over a three-year period, as will be determined at the first meeting of the Issuer's compensation committee following November 30, 2017.

F15: On January 18, 2016, the Reporting Person was granted 3,050 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.

F16: As of the date of this filing, 508 restricted stock units have vested or been released, and because Reporting Person left the employment of Issuer as Chief Product Officer effective November 11, 2016, the unvested remaining restricted stock units were cancelled.

F17: On January 18, 2016, the Reporting Person was granted 23,638 performance-based restricted stock units that vest based on Issuer's total shareholder return over a three-year period, as will be determined at the first meeting of the Issuer's compensation committee following November 30, 2018.