Sec Form 4 Filing - Gawlick Rainer @ PROGRESS SOFTWARE CORP /MA - 2017-06-30

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Gawlick Rainer
2. Issuer Name and Ticker or Trading Symbol
PROGRESS SOFTWARE CORP /MA [ PRGS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O PROGRESS SOFTWARE CORPORATION, 14 OAK PARK DR.
3. Date of Earliest Transaction (MM/DD/YY)
06/30/2017
(Street)
BEDFORD, MA01730
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/30/2017 A 3,238 ( 1 ) A $ 30.89 3,238 D
Common Stock 06/30/2017 A 9,712 ( 2 ) A $ 30.89 12,950 D
Common Stock 04/02/2018 A 2,688 ( 3 ) A $ 37.21 15,638 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gawlick Rainer
C/O PROGRESS SOFTWARE CORPORATION
14 OAK PARK DR.
BEDFORD, MA01730
X
Signatures
Stephen Faberman, Attorney-in-Fact 04/16/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents deferred stock units acquired by Reporting Person as the equity retainer for the period from June 2017 to December 2017. These deferred stock units were issued in accordance with Issuer's 2017 Director Compensation Plan pursuant to Issuer's 2008 Stock Option and Incentive Plan and are payable on a one for one basis exclusively in common stock when Reporting Person ceases to provide services to Issuer as a director or upon a change in control of Issuer. The deferred stock units will vest on the date of the 2018 Annual Meeting of Stockholders, subject to Reporting Person's continued service on the Board of Directors until such date.
( 2 )Represents deferred stock units acquired by Reporting Person as an Initial Director Grant in connection with his appointment to Issuer's Board of Directors. These deferred stock units were issued in accordance with Issuer's 2017 Director Compensation Plan pursuant to Issuer's 2008 Stock Option and Incentive Plan and are payable on a one for one basis exclusively in common stock when Reporting Person ceases to provide services to Issuer as a director or upon a change in control of Issuer. The deferred stock units will vest in 60 equal monthly installments commencing on July 1, 2017, subject to Reporting Person's continued service on the Board of Directors until each such date.
( 3 )Represents deferred stock units acquired by Reporting Person as the equity retainer for the period from December 2017 until the date of Issuer's 2018 Annual Meeting of Stockholders. These deferred stock units were issued in accordance with Issuer's 2017 Director Compensation Plan pursuant to Issuer's 2008 Stock Option and Incentive Plan and are payable on a one for one basis exclusively in common stock when Reporting Person ceases to provide services to Issuer as a director or upon a change in control of Issuer. The deferred stock units will vest on the date of the 2018 Annual Meeting of Stockholders, subject to Reporting Person's continued service on the Board of Directors until such date.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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