SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Subramanian Sundar

(Last)

(First)

(Middle)

C/O PROGRESS SOFTWARE CORPORATION

14 OAK PARK DRIVE

(Street)

BEDFORD

01730

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2021

3. Issuer Name and Ticker or Trading Symbol
PROGRESS SOFTWARE CORP /MA [ PRGS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP/GM DevSecOps

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,668	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	1,752	⁽²⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	1,578	⁽²⁾	D
Employee Stock Options (Right to buy)	⁽⁴⁾	09/29/2026	Common Stock	14,617	$38.06	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	1,909	⁽²⁾	D
Employee Stock Options (Right to buy)	⁽⁶⁾	01/20/2027	Common Stock	11,311	$47.16	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	4,695	⁽²⁾	D
Employee Stock Options (Right to buy)	⁽⁸⁾	01/18/2028	Common Stock	17,298	$42.61	D

Explanation of Responses:

1. On September 30, 2019, the Reporting Person was granted 5,255 restricted stock units pursuant to Progress Software Corporation's (the "Company's") 2008 Stock Option and Incentive Plan. The restricted stock units vest in six equal semiannual installments beginning April 1, 2020, subject to the continued employment of the Reporting Person with the Company.

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

3. On September 30, 2019, the Reporting Person was granted 4,730 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 April 1, 2020, subject to the continued employment of the Reporting Person with the Company.

4. On September 30, 2019, the Reporting Person was granted 14,617 Employee Stock Options pursuant to the Company's 2008 Stock Option and Incentive Plan. The stock options vest in eight equal semiannual installments beginning April 1, 2020, subject to the continued employment of the Reporting Person with the Company. 7,309 options are vested and exercisable.

5. On January 21, 2020, the Reporting Person was granted 3,817 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.

6. On January 21, 2020, the Reporting Person was granted 11,311 Employee Stock Options pursuant to the Company's 2008 Stock Option and Incentive Plan. The stock options vest in eight equal semiannual installments beginning October 1, 2020, subject to the continued employment of the Reporting Person with the Company. 4,242 options are vested and exercisable.

7. On January 19, 2021, the Reporting Person was granted 5,634 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.

8. On January 19,2021, the Reporting Person was granted 17,298 Employee Stock Options pursuant to the Company's 2008 Stock Option and Incentive Plan. The stock options vest in eight equal semiannual installments beginning October 1, 2021, subject to the continued employment of the Reporting Person with the Company. 2,163 options are vested and exercisable.

Remarks:

	Stephen H. Faberman, Attorney-in-Fact	12/09/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.