PROGRESS SOFTWARE CORP /MA — Director's Dealing 2023

Apr 4, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2023-04-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-04-01	Common Stock	M	4082	—	Acquired	123984	Direct
2023-04-01	Common Stock	F	1974	$57.16	Disposed	122010	Direct
2023-04-01	Common Stock	M	5282	—	Acquired	127292	Direct
2023-04-01	Common Stock	F	2554	$57.16	Disposed	124738	Direct
2023-04-01	Common Stock	M	6181	—	Acquired	130919	Direct
2023-04-01	Common Stock	F	2989	$57.16	Disposed	127930	Direct
2023-04-04	Common Stock	G	2200	—	Disposed	125730	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-04-01	Restricted Stock Units	$	M	4082	Disposed		Common Stock (4082.0)	Direct
2023-04-01	Restricted Stock Units	$	M	5282	Disposed		Common Stock (5282.0)	Direct
2023-04-01	Restricted Stock Units	$	M	6181	Disposed		Common Stock (6181.0)	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 January 21, 2020.

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 19, 2021.

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 20, 2022.

F5: This transaction represents a gift/charitable donation effective April 4, 2023 to a charitable institution. This is not a market transaction, thus no price has been reported. No value was received for the gifted shares.

F6: 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.

F7: 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.

F8: On January 20, 2022, the Reporting Person was granted 37,087 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, 2022, subject to the continued employment of the Reporting Person with the Company.