PROGRESS SOFTWARE CORP /MA — Director's Dealing 2021

Oct 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2021-10-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-01	Common Stock	M	5255	—	Acquired	25351	Direct
2021-10-01	Common Stock	F	2331	$49.6675	Disposed	23020	Direct
2021-10-01	Common Stock	M	4082	—	Acquired	27102	Direct
2021-10-01	Common Stock	F	1811	$49.6675	Disposed	25291	Direct
2021-10-01	Common Stock	M	5281	—	Acquired	30572	Direct
2021-10-01	Common Stock	F	2343	$49.6675	Disposed	28229	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-01	Restricted Stock Units	$	M	5255	Disposed		Common Stock (5255.0)	Direct
2021-10-01	Restricted Stock Units	$	M	4082	Disposed		Common Stock (4082.0)	Direct
2021-10-01	Restricted Stock Units	$	M	5281	Disposed		Common Stock (5281.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	100000	Indirect

Footnotes

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

F2: Includes 780 shares of common stock acquired by the Reporting Person through Progress Software Corporation's (the "Company's") Employee Stock Purchase Plan on March 31, 2021.

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 22, 2019.

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 21, 2020.

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 19, 2021.

F6: These shares are held in a trust for the benefit of the reporting person's spouse and children. The reporting person's spouse is the trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and the inclusion of these securities in this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

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.

F8: On January 21, 2020, the Reporting Person was granted 24,492 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, 2020, subject to the continued employment of the Reporting Person with the Company.

F9: On January 19, 2021, the Reporting Person was granted 31,691 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, 2021, subject to the continued employment of the Reporting Person with the Company.