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

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1. Name and Address of Reporting Person^*

Goodson John

(Last)

(First)

(Middle)

PROGRESS SOFTWARE CORPORATION

C/O 14 OAK PARK DRIVE

(Street)

BEDFORD

01730

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/10/2013

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)
	SVP, CPO

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	26,247	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)
Employee Stock Option	⁽¹⁾	10/15/2014	Common Stock	13,500⁽²⁾	$21.5	D
Employee Stock Option	⁽³⁾	04/23/2015	Common Stock	22,500⁽⁴⁾	$19.96	D
Employee Stock Option	⁽⁵⁾	10/15/2015	Common Stock	37,500⁽⁶⁾	$13.01	D
Employee Stock Option	⁽⁷⁾	05/11/2016	Common Stock	18,000⁽⁸⁾	$14.67	D
Employee Stock Option	⁽⁹⁾	10/15/2016	Common Stock	18,000⁽¹⁰⁾	$15.93	D
Employee Stock Option	⁽¹¹⁾	04/26/2017	Common Stock	40,500⁽¹²⁾	$21.32	D
Employee Stock Option	⁽¹³⁾	04/27/2018	Common Stock	37,500⁽¹⁴⁾	$29.64	D
Restricted Stock Unit	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	10,500⁽¹⁶⁾	$0	D
Restricted Stock Unit	⁽¹⁷⁾	⁽¹⁷⁾	Common Stock	16,250⁽¹⁸⁾	$0	D
Restricted Stock Unit	⁽¹⁹⁾	⁽¹⁹⁾	Common Stock	30,000	$0	D
Restricted Stock Unit	⁽²⁰⁾	⁽²⁰⁾	Common Stock	10,000	$0	D
Restricted Stock Unit	⁽²¹⁾	⁽²¹⁾	Common Stock	10,938⁽²²⁾	$0	D

Explanation of Responses:

1. Eight-sixtieths (8/60) of the options were vested and exercisable on the grant date. The remaining options vested in 52 equal monthly increments commencing on November 1, 2007.

2. As of the date of this filing, these options have vested.

3. Two-sixtieths (2/60) of the options were vested and exercisable on the grant date. The remaining options vested in 58 equal monthly increments commencing on May 1, 2008.

4. As of the date of this filing, these options have vested.

5. Eight-sixtieths (8/60) of the options were vested and exercisable on the grant date. The remaining options vested in 52 equal monthly increments commencing on November 1, 2008.

6. As of the date of this filing, these options have vested.

7. Three-sixtieths (3/60) of the options were vested and exercisable on the grant date. The remaining options vest in 57 equal monthly increments commencing on June 1, 2009.

8. As of the date of this filing, options to purchase 16,200 shares have vested.

9. Eight-sixtieths (8/60) of the options were vested and exercisable on the grant date. The remaining options vested in 52 equal monthly increments commencing on November 1, 2009.

10. As of the date of this filing, options to purchase 16,200 shares have vested.

11. Two-sixtieths (2/60) of the options were vested and exercisable on the grant date. The remaining options vest in 58 equal monthly increments commencing on May 1, 2010.

12. As of the date of this filing, options to purchase 28,350 shares have vested.

13. Two-forty-eights (2/48) of the option were vested and exercisable on the grant date. The remaining options vest in 46 equal monthly increments commencing on May 1, 2011.

14. As of the date of this filing, options to purchase 23,428 shares have vested.

15. Represents restricted stock units acquired by the Reporting Person on April 28, 2011 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. Each restricted stock unit vests in six equal semiannual installments beginning on October 1, 2011, subject to the continued employment of the Reporting Person with Progress Software Corporation.

16. As of the date of this filing, 7,000 restricted stock units have vested.

17. 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. Each restricted stock unit vests in six equal semiannual installments beginning on October 1, 2012, subject to the continued employment of the Reporting Person with Progress Software Corporation.

18. As of the date of this filing, 5,416 restricted stock units have vested.

19. 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. Each restricted stock unit vests in six equal semiannual installments beginning on October 1, 2013, subject to the continued employment of the Reporting Person with Progress Software Corporation.

20. 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. Each restricted stock unit vests in four equal semiannual installments beginning on October 1, 2013, subject to the continued employment of the Reporting Person with Progress Software Corporation.

21. 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. 3,645 restricted stock units vested on April 1, 2013. The remaining restricted stock units vest in four equal semiannual installments beginning on October 1, 2013, subject to the continued employment of the Reporting Person with Progress Software Corporation.

22. As of the date of this filing, 3,645 restricted stock units have vested.

Remarks:

	Shana L. York, Attorney-in-fact	08/05/2013
	** 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.
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