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: FABERMAN STEPHEN H (Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-04-01	Common Stock	M	1197	—	Acquired	83527	Direct
2020-04-01	Common Stock	F	520	$31.11	Disposed	83007	Direct
2020-04-01	Common Stock	M	691	—	Acquired	83698	Direct
2020-04-01	Common Stock	F	300	$31.11	Disposed	83398	Direct
2020-04-01	Common Stock	M	643	—	Acquired	84041	Direct
2020-04-01	Common Stock	F	280	$31.11	Disposed	83761	Direct
2020-04-01	Common Stock	M	1008	—	Acquired	84769	Direct
2020-04-01	Common Stock	F	438	$31.11	Disposed	84331	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-04-01	Restricted Stock Units	$	M	1197	Disposed		Common Stock (1197.0)	Direct
2020-04-01	Restricted Stock Unit	$	M	691	Disposed		Common Stock (691.0)	Direct
2020-04-01	Restricted Stock Units	$	M	643	Disposed		Common Stock (643.0)	Direct
2020-04-01	Restricted Stock Units	$	M	1008	Disposed		Common Stock (1008.0)	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 February 17, 2017.

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 October 15, 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 January 22, 2019.

F6: 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.

F7: 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.

F8: 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.

F9: 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.