Sec Form 4 Filing - FABERMAN STEPHEN H @ PROGRESS SOFTWARE CORP /MA - 2017-04-01

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
FABERMAN STEPHEN H
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
(Last) (First) (Middle)
C/O PROGRESS SOFTWARE CORPORATION, 14 OAK PARK DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2017
(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 04/01/2017 M 1,085 A $ 0 ( 1 ) 60,270 ( 2 ) D
Common Stock 04/01/2017 F 384 ( 3 ) D $ 29.12 59,886 D
Common Stock 04/01/2017 M 517 A $ 0 ( 1 ) 60,403 D
Common Stock 04/01/2017 F 164 ( 4 ) D $ 29.12 60,239 D
Common Stock 04/01/2017 M 651 A $ 0 ( 1 ) 60,890 D
Common Stock 04/01/2017 F 206 ( 5 ) D $ 29.12 60,684 D
Common Stock 04/01/2017 M 508 A $ 0 ( 1 ) 61,192 D
Common Stock 04/01/2017 F 161 ( 6 ) D $ 29.12 61,031 D
Common Stock 04/01/2017 M 381 A $ 0 ( 1 ) 61,412 D
Common Stock 04/01/2017 F 121 ( 7 ) D $ 29.12 61,291 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 ) 04/01/2017 M 1,085 ( 8 ) ( 8 ) Common Stock 1,085 $ 0 0 D
Restricted Stock Units ( 1 ) 04/01/2017 M 517 ( 9 ) ( 9 ) Common Stock 517 $ 0 1,034 D
Restricted Stock Units ( 1 ) 04/01/2017 M 651 ( 10 ) ( 10 ) Common Stock 651 $ 0 1,551 D
Restricted Stock Units ( 1 ) 04/01/2017 M 508 ( 11 ) ( 11 ) Common Stock 508 $ 0 2,034 D
Restricted Stock Units ( 1 ) 04/01/2017 M 381 ( 12 ) ( 12 ) Common Stock 381 $ 0 3,050 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FABERMAN STEPHEN H
C/O PROGRESS SOFTWARE CORPORATION
14 OAK PARK DRIVE
BEDFORD, MA01730
Chief Legal Officer
Signatures
Stephen H. Faberman 04/05/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Restricted stock units convert into common stock on a one-for-one basis.
( 2 )Includes 170 shares of common stock acquired through the Employee Stock Purchase Plan on September 30, 2016.
( 3 )Represents shares of common stock withheld by Issuer to pay tax witholding obligation of Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 13, 2014.
( 4 )Represents shares of common stock withheld by Issuer to pay tax witholding obligation of Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 29, 2015.
( 5 )Represents shares of common stock withheld by Issuer to pay tax witholding obligation of Reporting Person upon the vesting of performance-based restricted stock units granted to the Reporting Person on January 29, 2015.
( 6 )Represents shares of common stock withheld by Issuer to pay tax witholding obligation of Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 18, 2016.
( 7 )Represents shares of common stock withheld by Issuer to pay tax witholding obligation of Reporting Person upon the vesting of performance-based restricted stock units granted to the Reporting Person on January 18, 2016.
( 8 )On January 13, 2014, the Reporting Person was granted 6,505 restricted stock units, vesting in six equal semi-annual installments beginning on October 1, 2014, subject to the continued employment of the Reporting Person with Issuer.
( 9 )On January 29, 2015, the Reporting Person was granted 3,102 restricted stock units, vesting in six equal semiannual installments beginning on October 1, 2015, subject to the continued employment of the Reporting Person with Issuer.
( 10 )On January 29, 2015, the Reporting Person was granted 4,653 performance-based restricted stock units, vesting in five installments, with one-third vesting on April 1, 2016 and the remaining restricted stock units vesting in four equal semi-annual installments, subject to the continued employment of the Reporting Person with Issuer.
( 11 )On January 18, 2016, the Reporting Person was granted 3,050 restricted stock units, vesting in six equal semi-annual installments beginning on October 1, 2016, subject to the continued employment of the Reporting Person with Issuer.
( 12 )On January 18, 2016, the Reporting Person was granted 4,575 performance-based restricted stock units, vesting in five installments, with one-third vesting on April 1, 2017 and the remaining performance-based restricted stock units vesting in four equal semi-annual installments, subject to the continued employment of the Reporting Person with Issuer.

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