PROGRESS SOFTWARE CORP /MA — Director's Dealing 2020

Feb 4, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2020-02-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-01	Common Stock	M	31884	—	Acquired	101406	Direct
2020-02-01	Common Stock	F	14157	$45.7675	Disposed	87249	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-01	Restricted Stock Units	$	M	31884	Disposed		Common Stock (31884.0)	Direct

Footnotes

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

F2: Includes 410 shares of common stock acquired by the Reporting Person through Progress Software Corporation's (the "Company's") Employee Stock Purchase Plan on December 31, 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 performance-based restricted stock units granted to the Reporting Person on February 23, 2017.

F4: On February 23, 2017, the Reporting Person was granted 41,408 performance-based restricted stock units pursuant to the Company's 2008 Stock Option and Incentive Plan. The performance-based restricted stock units vested on February 1, 2020, based on the Company meeting relative total shareholder return criteria over the three-year period ending November 30, 2019, and the continued employment of the Reporting Person with the Company.