PROGRESS SOFTWARE CORP /MA — Director's Dealing 2023

Jan 23, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2023-01-09

Reporting Person: FOLGER ANTHONY (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-01-09	Common Stock	S	11863	$52.3483	Disposed	4603	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-01-19	Restricted Stock Units	$	A	15173	Acquired		Common Stock (15173.0)	Direct
2023-01-19	Employee Stock Options (Right to buy)	$51.41	A	36087	Acquired	2030-01-18	Common Stock (36087.0)	Direct
2023-01-19	Restricted Stock Units	$	A	25287	Acquired		Common Stock (25287.0)	Direct

Footnotes

F1: 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.

F2: This transaction was executed in multiple trades at prices ranging from $51.85 to $52.67 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.

F3: Each restricted stock unit represents a contingent right to receive one share of Progress Software Corporation's (the "Company's") common stock.

F4: Represents restricted stock units granted to the Reporting Person pursuant to the Company's 2008 Stock Option and Incentive Plan. The restricted stock units vest in six equal semiannual installments beginning October 1, 2023, subject to the continued employment of the Reporting Person with the Company.

F5: Represents stock options granted to the Reporting Person pursuant to the Company's 2008 Stock Option and Incentive Plan. The stock options vest in eight equal semiannual installments beginning on October 1, 2023, subject to the continued employment of the Reporting Person with the Company.

F6: Represents performance-based restricted stock units granted to the Reporting Person pursuant to the Company's 2008 Stock Option and Incentive Plan. The restricted stock units vest on February 1, 2026, subject to the Company meeting total shareholder return and operating income criteria over the three-year period ending November 30, 2025, and the continued employment of the Reporting Person with the Company.