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: FOLGER ANTHONY (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-04-01	Common Stock	M	2541	—	Acquired	24657	Direct
2023-04-01	Common Stock	F	1127	$57.16	Disposed	23530	Direct
2023-04-01	Common Stock	M	1995	—	Acquired	25525	Direct
2023-04-01	Common Stock	F	885	$57.16	Disposed	24640	Direct
2023-04-01	Common Stock	M	2248	—	Acquired	26888	Direct
2023-04-01	Common Stock	F	997	$57.16	Disposed	25891	Direct
2023-04-04	Common Stock	S	3502	$55.7974	Disposed	22389	Direct
2023-04-04	Common Stock	S	273	$56.42	Disposed	22116	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-04-01	Restricted Stock Units	$	M	2541	Disposed		Common Stock (2541.0)	Direct
2023-04-01	Restricted Stock Units	$	M	1995	Disposed		Common Stock (1995.0)	Direct
2023-04-01	Restricted Stock Units	$	M	2248	Disposed		Common Stock (2248.0)	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 March 30, 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: The trading activity reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 11, 2022.

F6: This transaction was executed in multiple trades at prices ranging from $55.352 to $56.210 per share. The price reported represents the weighted average sale price of these trades. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.

F7: On March 30, 2020, the Reporting Person was granted 15,243 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.

F8: On January 19, 2021, the Reporting Person was granted 11,972 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.

F9: On January 20, 2022, the Reporting Person was granted 13,487 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.