Sec Form 4 Filing - Jalbert Paul A @ PROGRESS SOFTWARE CORP /MA - 2018-10-01

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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 *
Jalbert Paul A
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 Financial Officer
(Last)
(First)
(Middle)
C/O PROGRESS SOFTWARE CORPORATION, 14 OAK PARK DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
10/01/2018
(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 10/01/2018M 334 A $ 0 ( 1 ) 11,671 ( 2 ) D
Common Stock 10/01/2018F 146 ( 3 ) D $ 35.7226 11,525 D
Common Stock 10/01/2018M 83 A $ 0 ( 1 ) 11,608 D
Common Stock 10/01/2018F 37 ( 4 ) D $ 35.7226 11,571 D
Common Stock 10/01/2018M 1,721 A $ 0 ( 1 ) 13,292 D
Common Stock 10/01/2018F 748 ( 5 ) D $ 35.7226 12,544 D
Common Stock 10/01/2018M 1,312 A $ 0 ( 1 ) 13,856 D
Common Stock 10/01/2018F 571 ( 6 ) D $ 35.7226 13,285 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
Restricted Stock Units ( 1 ) 10/01/2018M 334 ( 7 )( 7 ) Common Stock 334 $ 0 334 D
Restricted Stock Units ( 1 ) 10/01/2018M 83 ( 8 )( 8 ) Common Stock 83 $ 0 334 D
Restricted Stock Units ( 1 ) 10/01/2018M 1,721 ( 9 )( 9 ) Common Stock 1,721 $ 0 5,165 D
Restricted Stock Units ( 1 ) 10/01/2018M 1,312 ( 10 )( 10 ) Common Stock 1,312 $ 0 6,560 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Jalbert Paul A
C/O PROGRESS SOFTWARE CORPORATION
14 OAK PARK DRIVE
BEDFORD, MA01730
Chief Financial Officer
Signatures
Stephen H. Faberman, Attorney-in-Fact10/03/2018
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Restricted stock units convert into common stock on a one-for-one basis.
( 2 )Includes 1041 shares of common stock acquired by the Reporting Person through Progress Software Corporation's (the "Company") Employee Stock Purchase Plan on March 31, 2018.
( 3 )Represents shares of common stock withheld by the Company to pay the tax withholding obligations of the Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 18, 2016.
( 4 )Represents shares of common stock withheld by the Company to pay the tax withholding obligations of the Reporting Person upon the vesting of performance-based restricted stock units granted to the Reporting Person on January 18, 2016.
( 5 )Represents shares of common stock withheld by the Company to pay the tax withholding obligations of the Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on March 31, 2017.
( 6 )Represents shares of common stock withheld by the Company to pay the tax withholding obligations of the Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 12, 2018.
( 7 )On January 18, 2016, the Reporting Person was granted 2,002 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, 2016, subject to the continued employment of the Reporting Person with the Company.
( 8 )On January 18, 2016, the Reporting Person was granted 2,002 performance-based restricted stock units pursuant to the Company's 2008 Stock Option and Incentive Plan. One-third of the restricted stock units vest beginning April 1, 2017 and the remaining restricted stock units vest in four equal semiannual installments beginning October 1, 2017, subject to the Company meeting earnings per share criteria for the fiscal year ending November 30, 2016, and the continued employment of the Reporting Person with the Company.
( 9 )On March 31, 2017, the Reporting Person was granted 10,328 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, 2017, subject to the continued employment of the Reporting Person with the Company.
( 10 )On January 12, 2018, the Reporting Person was granted 7,872 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, 2018, subject to the continued employment of the Reporting Person with the Company.

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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