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: FABERMAN STEPHEN H (Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-10-01	Common Stock	M	1197	—	Acquired	75831	Direct
2019-10-01	Common Stock	F	508	$38.305	Disposed	75323	Direct
2019-10-01	Common Stock	M	690	—	Acquired	76013	Direct
2019-10-01	Common Stock	F	293	$38.305	Disposed	75720	Direct
2019-10-01	Common Stock	M	1286	—	Acquired	77006	Direct
2019-10-01	Common Stock	F	546	$38.305	Disposed	76460	Direct
2019-10-01	Common Stock	M	1007	—	Acquired	77467	Direct
2019-10-01	Common Stock	F	427	$38.305	Disposed	77040	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-10-01	Restricted Stock Units	$	M	1197	Disposed		Common Stock (1197.0)	Direct
2019-10-01	Restricted Stock Unit	$	M	690	Disposed		Common Stock (690.0)	Direct
2019-10-01	Restricted Stock Units	$	M	1286	Disposed		Common Stock (1286.0)	Direct
2019-10-01	Restricted Stock Units	$	M	1007	Disposed		Common Stock (1007.0)	Direct

Footnotes

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

F2: Includes 628 shares of common stock acquired by the Reporting Person through Progress Software Corporation's (the "Company's") Employee Stock Purchase Plan: 444 shares on March 31, 2019 and 184 shares on June 30,2019.

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 February 17, 2017.

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 12, 2018.

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 October 15, 2018.

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 22, 2019.

F7: 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.

F8: 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.

F9: On October 15, 2018, the Reporting Person was granted 3,860 restricted stock units pursuant to the Company's 2008 Stock Option and Incentive Plan. One-third of the restricted stock units vest beginning October 1, 2019 and the remaining restricted stock units vest in four equal semiannual installments beginning April 1, 2020, subject to the continued employment of the Reporting Person with the Company.

F10: On January 22, 2019, the Reporting Person was granted 6,047 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.