Sec Form 4 Filing - Abkemeier Kurt @ PROGRESS SOFTWARE CORP /MA - 2017-03-24

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Abkemeier Kurt 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 _____ Officer (give title below) X __ Other (specify below) Former Chief Financial Officer (Last) (First) (Middle) C/O PROGRESS SOFTWARE CORPORATION, 14 OAK PARK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 03/24/2017 (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 03/24/2017 A 2,940 A $ 28.14 2,940 D Common Stock 03/24/2017 F 972 ( 1 ) D $ 28.14 1,968 D Common Stock 03/24/2017 A 20,221 A $ 28.14 22,189 D Common Stock 03/24/2017 F 6,559 ( 1 ) D $ 28.14 15,630 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 In direct (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 ( 2 ) 03/24/2017 M( 3 ) 2,940 ( 4 ) ( 4 ) Common Stock 2,940 $ 0 0 ( 5 ) D Restricted Stock Units ( 2 ) 03/24/2017 M( 3 ) 20,221 ( 6 ) ( 6 ) Common Stock 20,221 $ 0 0 ( 5 ) D Restricted Stock Units ( 2 ) 03/24/2017 D 27,574 ( 7 ) ( 7 ) Common Stock 27,574 $ 0 0 ( 5 ) D Employee Stock Options $ 29.25 03/24/2017 A( 8 ) 7,551 03/24/2017 02/17/2024 Common Stock 7,551 $ 0 0 ( 9 ) D Restricted Stock Units ( 2 ) 03/24/2017 D 17,095 ( 10 ) ( 10 ) Common Stock 17,095 $ 0 0 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Abkemeier Kurt C/O PROGRESS SOFTWARE CORPORATION 14 OAK PARK DRIVE BEDFORD, MA01730 Former Chief Financial Officer Signatures Stephen H. Faberman, Attorney-In-Fact 04/04/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 September 30, 2016. ( 2 )Restricted stock units convert into common stock on a one-for-one basis. ( 3 )Reflects the accelerated vesting of a portion of previously granted restricted stock units upon termination of employment of the Reporting Person with Issuer. ( 4 )On September 30, 2016 Reporting Person was granted 8,824 restricted stock units as part of a New Hire Grant pursuant to the Company's 2008 Stock Option and Incentive Plan. The restricted stock units were scheduled to vest in six equal semi-annual installments beginning on April 1, 2017, subject to the continued employment of the Reporting Person with Issuer. ( 5 )The unvested remaining restricted stock units were cancelled because Reporting Person left the employment of Issuer as Chief Financial Officer effective March 24, 2017. As of the date of this filing no restricted stock units have vested or been released. ( 6 )On September 30, 2016 Reporting Person was granted 60,662 restricted stock units as part of a New Hire Grant pursuant to the Company's 2008 Stock Option and Incentive Plan. The restricted stock units were scheduled to vest on September 30, 2019, subject to the continued employment of the Reporting Person with Issuer. ( 7 )On September 30, 2016 Reporting Person was granted 27,574 performance-based restricted stock units as part of a New Hire Grant pursuant to the Company's 2008 Stock Option and Incentive Plan. The performance-based restricted stock units were scheduled to vest based on Issuer's total shareholder return over a three-year period, as would be determined at the first meeting of the Issuer's compensation committee following November 30, 2018. ( 8 )Reflects the accelerated vesting of a portion of previously granted employee stock options immediately prior to the termination of employment of the Reporting Person with Issuer. ( 9 )On February 17, 2017 Reporting Person was granted an option to purchase 60,403 shares of common stock. The option was scheduled to vest in eight equal semiannual installments beginning on October 1, 2017, subject to the continued employment of the Reporting Person with Issuer. The unvested remaining options were cancelled because Reporting Person left the employment of Issuer as Chief Financial Officer effective March 24, 2017. As of the date of this filing no options have vested or been released. ( 10 )On February 17, 2017 Reporting Person was granted 17,095 performance-based restricted stock units as part of a New Hire Grant pursuant to the Company's 2008 Stock Option and Incentive Plan. The performance-based restricted stock units were scheduled to vest based on Issuer's total shareholder return over a three-year period, as would be determined at the first meeting of the Issuer's compensation committee following November 30, 2018.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.