SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Andrews Joseph (Last) (First) (Middle) C/O PROGRESS SOFTWARE CORPORATION 14 OAK PARK DRIVE (Street) BEDFORD MA 01730 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/10/2013	3. Issuer Name and Ticker or Trading Symbol PROGRESS SOFTWARE CORP /MA [ PRGS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP, Human Resources	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	29,882	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option	(1)	09/26/2014	Common Stock	21,874(2)	14.3	D
Employee Stock Option	(3)	04/25/2014	Common Stock	7,500(4)	20.79	D
Employee Stock Option	(5)	10/15/2014	Common Stock	7,500(6)	21.5	D
Employee Stock Option	(7)	04/23/2015	Common Stock	11,250(8)	19.96	D
Employee Stock Option	(9)	10/15/2015	Common Stock	11,250(10)	13.01	D
Employee Stock Option	(11)	05/11/2016	Common Stock	11,250(12)	14.67	D
Employee Stock Option	(13)	10/15/2016	Common Stock	11,250(14)	15.93	D
Employee Stock Option	(15)	04/26/2017	Common Stock	45,000(16)	21.32	D
Employee Stock Option	(17)	04/27/2018	Common Stock	20,000(18)	29.64	D
Restricted Stock Unit	(19)	(19)	Common Stock	5,600(20)	0	D
Restricted Stock Unit	(21)	(21)	Common Stock	16,250(22)	0	D
Restricted Stock Unit	(23)	(23)	Common Stock	15,000	0	D
Restricted Stock Unit	(24)	(24)	Common Stock	10,000	0	D
Restricted Stock Unit	(25)	(25)	Common Stock	10,938(26)	0	D

Explanation of Responses:

1. This option grant reflects an amended option grant where "old" options were cancelled and "new" options were issued as replacement options. The option was originally granted on September 27, 2004 with seven-sixtieths (7/60) of the options vesting on the grant date and the remaining options vested in 53 equal monthly increments commencing on October 1, 2004.

2. As of the date of this filing, these options are fully vested.

3. Two-sixtieths (2/60) of the options were vested and exercisable on the grant date. The remaining options vested in 58 equal monthly increments commencing on May 1, 2007.

4. As of the date of this filing, these options are fully vested.

5. Eight-sixtieths (8/60) of the options were vested and exercisable on the grant date. The remaining options vested in 52 equal monthly increments commencing on November 1, 2007.

6. As of the date of this filing, these options are fully vested.

7. Two-sixtieths (2/60) of the options were vested and exercisable on the grant date. The remaining options vested in 58 equal monthly increments commencing on May 1, 2008.

8. As of the date of this filing, these options are fully vested.

9. Eight-sixtieths (8/60) of the options were vested and exercisable on the grant date. The remaining options vested in 52 equal monthly increments commencing on November 1, 2008.

10. As of the date of this filing, these options are fully vested and 3000 options to purchase remain exercisable.

11. Three-sixtieths (3/60) of the options were vested and exercisable on the grant date. The remaining options vested in 57 equal monthly increments commencing on June 1, 2009.

12. As of the date of this filing, options to purchase 10,125 shares are vested.

13. Eight-sixtieths (8/60) of the options were vested and exercisable on the grant date. The remaining options vest in 52 equal monthly increments commencing on November 1, 2009.

14. As of the date of this filing, options to purchase 10,125 shares are vested.

15. Two-sixtieths (2/60) of the option were vested and exercisable on the grant date. The remaining options vest in 58 equal monthly increments commencing on May 1, 2010.

16. As of the date of this filing, options to purchase 31,500 shares are vested.

17. Two-forty-eights (2/48) of the option were vested and exercisable on the grant date. The remaining options vest in 46 equal monthly increments commencing on May 1, 2011.

18. As of the date of this filing, options to purchase 12,500 shares are vested.

19. Represents restricted stock units acquired by reporting person pursuant to the Company's 2008 Stock Option and Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of common stock. Each restricted stock unit vests in six equal semiannual installments beginning on October 1, 2011, subject to the continued employment of the reporting person with Progress Software Corporation.

20. As of the date of this filing, 3,732 restricted stock units have vested and been released.

21. Represents restricted stock units acquired by the Reporting Person pursuant to the Company's 2008 Stock Option and Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of common stock. Each restricted stock unit vests in six equal semiannual installments beginning on October 1, 2012, subject to the continued employment of the Reporting Person with Progress Software Corporation.

22. As of the date of this filing, 5,416 restricted stock units have vested and been released.

23. Represents restricted stock units acquired by the Reporting Person pursuant to the Company's 2008 Stock Option and Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of common stock. Each restricted stock unit vests in six equal semiannual installments beginning on October 1, 2013, subject to the continued employment of the Reporting Person with Progress Software Corporation.

24. Represents restricted stock units acquired by the Reporting Person pursuant to the Company's 2008 Stock Option and Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of common stock. Each restricted stock unit vests in four equal semiannual installments beginning on October 1, 2013, subject to the continued employment of the Reporting Person with Progress Software Corporation.

25. Represents restricted stock units acquired by the Reporting Person pursuant to the Company's 2008 Stock Option and Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of common stock. 3,645 restricted stock units vested on April 1, 2013. The remaining restricted stock units vest in four equal semiannual installments beginning on October 1, 2013, subject to the continued employment of the Reporting Person with Progress Software Corporation.

26. As of the date of this filing, 3,645 restricted stock units have vested.

Remarks:

	Joseph Andrews	08/05/2013
	** Signature of Reporting Person	Date
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