PROGRESS SOFTWARE CORP /MA — Director's Dealing 2019

Oct 3, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2019-10-01

Reporting Person: Gupta Yogesh K (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-10-01	Common Stock	M	2287	—	Acquired	39776	Direct
2019-10-01	Common Stock	F	1016	$38.305	Disposed	38760	Direct
2019-10-01	Common Stock	M	3600	—	Acquired	42360	Direct
2019-10-01	Common Stock	F	1599	$38.305	Disposed	40761	Direct
2019-10-01	Common Stock	M	5254	—	Acquired	46015	Direct
2019-10-01	Common Stock	F	2333	$38.305	Disposed	43682	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-10-01	Restricted Stock Units	$	M	2287	Disposed		Common Stock (2287.0)	Direct
2019-10-01	Restricted Stock Units	$	M	3600	Disposed		Common Stock (3600.0)	Direct
2019-10-01	Restricted Stock Units	$	M	5254	Disposed		Common Stock (5254.0)	Direct

Footnotes

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

F2: 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 October 19, 2016.

F3: 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.

F4: 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 22, 2019.

F5: On October 19, 2016, the Reporting Person was granted 13,722 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.

F6: On January 12, 2018, the Reporting Person was granted 21,602 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.

F7: On January 22, 2019, the Reporting Person was granted 31,529 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, 2019, subject to the continued employment of the Reporting Person with the Company.