PROGRESS SOFTWARE CORP /MA — Director's Dealing 2019

Jan 24, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2019-01-22

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-01-22	Restricted Stock Units	$	A	31529	Acquired		Common Stock (31529.0)	Direct
2019-01-22	Employee Stock Options	$34.73	A	100275	Acquired	2026-01-22	Common Stock (100275.0)	Direct
2019-01-22	Restricted Stock Units	$	A	52549	Acquired		Common Stock (52549.0)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Progress Software Corporation's (the "Company's") common stock.

F2: Represents restricted stock units granted to the Reporting Person 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.

F3: The stock options vest in eight equal semiannual installments beginning on October 1, 2019, subject to the continued employment of the Reporting Person with the Company.

F4: Represents performance-based restricted stock units granted to the Reporting Person pursuant to the Company's 2008 Stock Option and Incentive Plan. The restricted stock units vest on February 1, 2022, subject to the Company meeting total shareholder return and operating income criteria over the three-year period ending November 30, 2021, and the continued employment of the Reporting Person with the Company.