Sec Form 4 Filing - Murphy Anthony @ PROGRESS SOFTWARE CORP /MA - 2019-10-01

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 Murphy Anthony 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 Information Officer (Last) (First) (Middle) C/O PROGRESS SOFTWARE CORPORATION, 14 OAK PARK DR. 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2019 (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 10/01/2019 M 405 A $ 0 ( 1 ) 584 ( 2 ) D Common Stock 10/01/2019 F 156 ( 3 ) D $ 38.305 428 D Common Stock 10/01/2019 M 247 A $ 0 ( 1 ) 675 D Common Stock 10/01/2019 F 95 ( 4 ) D $ 38.305 580 D Common Stock 10/01/2019 M 360 A $ 0 ( 1 ) 940 D Common Stock 10/01/2019 F 139 ( 5 ) D $ 38.305 801 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 ) 10/01/2019 M 405 ( 6 ) ( 6 ) Common Stock 405 $ 0 810 D Restricted Stock Units ( 1 ) 10/01/2019 M 247 ( 7 ) ( 7 ) Common Stock 247 $ 0 741 D Restricted Stock Units ( 1 ) 10/01/2019 M 360 ( 8 ) ( 8 ) Common Stock 360 $ 0 1,800 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Murphy Anthony C/O PROGRESS SOFTWARE CORPORATION 14 OAK PARK DR. BEDFORD, MA01730 Chief Information Officer Signatures Stephen H. Faberman, Attorney-in-Fact 10/03/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock units convert into common stock on a one-for-one basis. ( 2 )Includes 179 shares of common stock acquired by the Reporting Person through Progress Software Corporation's (the "Company's") Employee Stock Purchase Plan: 59 shares on March 31, 2019 and 120 shares on June 30,2019. ( 3 )Represents shares of common stock withheld by Progress Software Corporation (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 June 30, 2017. ( 4 )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. ( 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 January 22, 2019. ( 6 )On June 30, 2017, the Reporting Person was granted 2,428 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, 2018, subject to the continued employment of the Reporting Person with the Company. ( 7 )On January 12, 2018, the Reporting Person was granted 1,480 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. ( 8 )On January 22, 2019, the Reporting Person was granted 2,160 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, 2019, 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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