PROGRESS SOFTWARE CORP /MA — Director's Dealing 2020

Apr 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2020-04-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-04-01	Common Stock	M	2287	—	Acquired	89536	Direct
2020-04-01	Common Stock	F	1016	$31.11	Disposed	88520	Direct
2020-04-01	Common Stock	M	3600	—	Acquired	92120	Direct
2020-04-01	Common Stock	F	1599	$31.11	Disposed	90521	Direct
2020-04-01	Common Stock	M	5255	—	Acquired	95776	Direct
2020-04-01	Common Stock	F	2334	$31.11	Disposed	93442	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-04-01	Restricted Stock Units	$	M	2287	Disposed		Common Stock (2287.0)	Direct
2020-04-01	Restricted Stock Units	$	M	3600	Disposed		Common Stock (3600.0)	Direct
2020-04-01	Restricted Stock Units	$	M	5255	Disposed		Common Stock (5255.0)	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.