PROGRESS SOFTWARE CORP /MA — Director's Dealing 2019

Apr 3, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2019-04-01

Reporting Person: Jalbert Paul A (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-04-01	Common Stock	M	334	—	Acquired	16078	Direct
2019-04-01	Common Stock	F	145	$44.566	Disposed	15933	Direct
2019-04-01	Common Stock	M	83	—	Acquired	16016	Direct
2019-04-01	Common Stock	F	37	$44.566	Disposed	15979	Direct
2019-04-01	Common Stock	M	1721	—	Acquired	17700	Direct
2019-04-01	Common Stock	F	747	$44.566	Disposed	16953	Direct
2019-04-01	Common Stock	M	1312	—	Acquired	18265	Direct
2019-04-01	Common Stock	F	570	$44.566	Disposed	17695	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-04-01	Restricted Stock Units	$	M	334	Disposed		Common Stock (334.0)	Direct
2019-04-01	Restricted Stock Unit	$	M	83	Disposed		Common Stock (83.0)	Direct
2019-04-01	Restricted Stock Units	$	M	1721	Disposed		Common Stock (1721.0)	Direct
2019-04-01	Restricted Stock Units	$	M	1312	Disposed		Common Stock (1312.0)	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 January 18, 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 performance-based 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 restricted stock units granted to the Reporting Person on March 31, 2017.

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 January 12, 2018.

F6: On January 18, 2016, the Reporting Person was granted 2,002 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.

F7: On January 18, 2016, the Reporting Person was granted 2,002 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.

F8: On March 31, 2017, the Reporting Person was granted 10,328 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.

F9: On January 12, 2018, the Reporting Person was granted 7,872 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.