PROGRESS SOFTWARE CORP /MA — Director's Dealing 2018

Oct 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2018-10-01

Reporting Person: Taslakov Dimitre (Chief Talent Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-10-01	Common Stock	M	509	—	Acquired	44428	Direct
2018-10-01	Common Stock	F	211	$35.7226	Disposed	44217	Direct
2018-10-01	Common Stock	M	190	—	Acquired	44407	Direct
2018-10-01	Common Stock	F	79	$35.7226	Disposed	44328	Direct
2018-10-01	Common Stock	M	1197	—	Acquired	45525	Direct
2018-10-01	Common Stock	F	497	$35.7226	Disposed	45028	Direct
2018-10-01	Common Stock	M	690	—	Acquired	45718	Direct
2018-10-01	Common Stock	F	287	$35.7226	Disposed	45431	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-10-01	Restricted Stock Units	$	M	509	Disposed		Common Stock (509.0)	Direct
2018-10-01	Restricted Stock Units	$	M	190	Disposed		Common Stock (190.0)	Direct
2018-10-01	Restricted Stock Units	$	M	1197	Disposed		Common Stock (1197.0)	Direct
2018-10-01	Restricted Stock Unit	$	M	690	Disposed		Common Stock (690.0)	Direct

Footnotes

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

F2: Includes the number of common shares reported in the Form 4 filed for the Reporting Person on April 1, 2018 reduced by 126 shares to correct for an administrative error.

F3: Represents shares of common stock withheld by Progress Software Corporation (the "Company") to pay the tax withholding obligations of the Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 18, 2016.

F4: Represents shares of common stock withheld by the Company to pay the tax withholding obligations of the Reporting Person upon the vesting of performance-based restricted stock units granted to the Reporting Person on January 18, 2016.

F5: Represents shares of common stock withheld by the Company to pay the tax withholding obligations of the Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on February 17, 2017.

F6: Represents shares of common stock withheld by the Company to pay the tax withholding obligations of the Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 12, 2018.

F7: On January 18, 2016, the Reporting Person was granted 3,050 restricted stock units pursuant to the Company's 2008 Stock Option and Incentive Plan. The restricted stock units vest in six equal semiannual installments beginning October 1, 2016, subject to the continued employment of the Reporting Person with the Company.

F8: On January 18, 2016, the Reporting Person was granted 4,575 performance-based restricted stock units pursuant to the Company's 2008 Stock Option and Incentive Plan. One-third of the restricted stock units vest beginning April 1, 2017 and the remaining restricted stock units vest in four equal semiannual installments beginning October 1, 2017, subject to the Company meeting earnings per share criteria for the fiscal year ending November 30, 2016, and the continued employment of the Reporting Person with the Company.

F9: On February 17, 2017, the Reporting Person was granted 7,180 restricted stock units pursuant to the Company's 2008 Stock Option and Incentive Plan. The restricted stock units vest in six equal semiannual installments beginning October 1, 2017, subject to the continued employment of the Reporting Person with the Company.

F10: On January 12, 2018, the Reporting Person was granted 4,143 restricted stock units pursuant to the Company's 2008 Stock Option and Incentive Plan. The restricted stock units vest in six equal semiannual installments beginning October 1, 2018, subject to the continued employment of the Reporting Person with the Company