SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
FABERMAN STEPHEN H
(Last) (First) (Middle)
C/O PROGRESS SOFTWARE CORPORATION
14 OAK PARK DRIVE
(Street)
BEDFORD MA 01730
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PROGRESS SOFTWARE CORP /MA [ PRGS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Legal Officer
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2018
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/01/2018 M 517 A $0(1) 67,371(2) D
Common Stock 04/01/2018 F 220(3) D $40.125 67,151 D
Common Stock 04/01/2018 M 651 A $0(1) 67,802 D
Common Stock 04/01/2018 F 277(4) D $40.125 67,525 D
Common Stock 04/01/2018 M 508 A $0(1) 68,033 D
Common Stock 04/01/2018 F 216(5) D $40.125 67,817 D
Common Stock 04/01/2018 M 190 A $0(1) 68,007 D
Common Stock 04/01/2018 F 81(6) D $40.125 67,926 D
Common Stock 04/01/2018 M 1,196 A $0(1) 69,122 D
Common Stock 04/01/2018 F 508(7) D $40.125 68,614 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 04/01/2018 M 517 (8) (8) Common Stock 517 $0 0 D
Restricted Stock Units (1) 04/01/2018 M 651 (9) (9) Common Stock 651 $0 0 D
Restricted Stock Units (1) 04/01/2018 M 508 (10) (10) Common Stock 508 $0 1,018 D
Restricted Stock Units (1) 04/01/2018 M 190 (11) (11) Common Stock 190 $0 1,525 D
Restricted Stock Units (1) 04/01/2018 M 1,196 (12) (12) Common Stock 1,196 $0 4,788 D
Explanation of Responses:
1. Restricted stock units convert into common stock on a one-for-one basis.
2. Includes 368 shares of common stock acquired through Employee Stock Purchase Plan: 265 on September 30, 2017; 103 on December 31, 2017.
3. Represents shares of common stock withheld by Issuer to pay tax withholding obligation of Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 29, 2015.
4. Represents shares of common stock withheld by Issuer to pay tax withholding obligation of Reporting Person upon the vesting of performance-based restricted stock units granted to the Reporting Person on January 29, 2015.
5. Represents shares of common stock withheld by Issuer to pay tax withholding obligation of Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 18, 2016.
6. Represents shares of common stock withheld by Issuer to pay tax withholding obligation of Reporting Person upon the vesting of performance-based restricted stock units granted to the Reporting Person on January 18, 2016.
7. Represents shares of common stock withheld by Issuer to pay tax withholding obligation of Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on February 17, 2017.
8. Represents restricted stock units acquired by the Reporting Person pursuant to the Company's 2008 Stock Option and Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of common stock. The restricted stock units vest in six equal semiannual installments beginning on October 1, 2015, subject to the continued employment of the Reporting Person with Issuer.
9. Represents restricted stock units acquired by the Reporting Person upon conversion of performance share units relating to FY15 performance pursuant to the Company's 2008 Stock Option and Incentive Plan. Each restricted stock unit represents one share of common stock. One third of the restricted stock units vest on on April 1, 2016, with the remaining restricted stock units vesting in four semi-annual installments over two years, subject to the continued employment of the Reporting Person with Issuer.
10. Represents restricted stock units acquired by the Reporting Person pursuant to the Company's 2008 Stock Option and Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of common stock. The restricted stock units vest in six equal semiannual installments beginning on October 1, 2016, subject to the continued employment of the Reporting Person with Issuer.
11. Represents restricted stock units acquired by the Reporting Person upon conversion of performance share units relating to FY16 performance pursuant to the Company's 2008 Stock Option and Incentive Plan. Each restricted stock unit represents one share of common stock. One third of the restricted stock units vest on April 1, 2017 with the remaining restricted stock units vesting in four semi-annual installments over two years, subject to the continued employment of the Reporting Person with Issuer.
12. Represents restricted stock units acquired by the Reporting Person pursuant to the Company's 2008 Stock Option and Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of common stock. The restricted stock units vest in six equal installments beginning on October 1, 2017, subject to the continued employment of the Reporting Person with Issuer.
Remarks:
Stephen H. Faberman 04/03/2018
** 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 4 (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).
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