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SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Benedict Michael
(Last) (First) (Middle)
C/O PROGRESS SOFTWARE CORPORATION
14 OAK PARK DRIVE
(Street)
BEDFORD MA 01730
(City) (State) (Zip)
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)
Pres, Business Unit Executive
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2014
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 10/01/2014 M 1,301 A (1) 18,002 D
Common Stock 10/01/2014 F 432(2) D $23.79 17,570 D
Common Stock 10/01/2014 M 2,500 A (1) 20,070 D
Common Stock 10/01/2014 F 829(3) D $23.79 19,241 D
Common Stock 10/01/2014 M 876 A (1) 20,117 D
Common Stock 10/01/2014 F 291(4) D $23.79 19,826 D
Common Stock 10/01/2014 M 1,049 A (1) 20,875 D
Common Stock 10/01/2014 F 348(5) D $23.79 20,527 D
Common Stock 10/01/2014 M 1,966 A (1) 22,493 D
Common Stock 10/01/2014 F 652(6) D $23.79 21,841 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Common Stock (1) 10/01/2014 M 1,301 (7) (7) Common Stock 1,301 $0 1,301 D
Common Stock (1) 10/01/2014 M 2,500 (8) (8) Common Stock 2,500 $0 7,500 D
Common Stock (1) 10/01/2014 M 876 (9) (9) Common Stock 876 $0 875 D
Common Stock (1) 10/01/2014 M 1,049 (10) (10) Common Stock 1,049 $0 5,246 D
Common Stock (1) 10/01/2014 M 1,966 (11) (11) Common Stock 1,966 $0 5,901 D
Explanation of Responses:
1. Restricted stock units convert into common stock on a one-for-one basis.
2. Represents shares of common stock withheld by Issuer to pay tax withholding obligation of Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on May 28, 2012.
3. Represents shares of common stock withheld by Issuer to pay tax withholding obligation of Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 22, 2013.
4. Represents shares of common stock withheld by Issuer to pay tax withholding obligation of Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 22, 2013.
5. Represents shares of common stock withheld by Issuer to pay tax withholding obligation of Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 13, 2014.
6. Represents shares of common stock withheld by Issuer to pay tax withholding obligation of Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 7, 2014.
7. On May 28, 2012, the Reporting Person was granted 7,800 restricted stock units, vesting in six equal semi-annual installments beginning on October 1, 2012, subject to the continued employment of the Reporting Person with Issuer.
8. On January 22, 2013, the Reporting Person was granted 15,000 restricted stock units, vesting in six equal semi-annual installments beginning on October 1, 2013, subject to the continued employment of the Reporting Person with Issuer.
9. On January 22, 2013, the Reporting Person was granted 5,250 restricted stock units, vesting in five installments, with one-third vesting on April 1, 2013 and the remaining restricted stock units vesting in four equal semi-annual installments, subject to the continued employment of the Reporting Person with Issuer.
10. On January 13, 2014, the Reporting Person was granted 6,295 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.
11. On January 7, 2014, the Reporting Person was granted 11,800 restricted stock units, vesting in five installments, with one-third vesting on April 1, 2014 and the remaining restricted stock units vesting in four equal semi-annual installments, subject to the continued employment of the Reporting Person with Issuer.
Remarks:
Stephen H. Faberman, Attorney-In-Fact 10/03/2014
** Signature of Reporting Person Date
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.
POWER OF ATTORNEY







Know all by these presents, that the undersigned hereby constitutes and

appoints Stephen H. Faberman, Senior Vice President and General Counsel

of Progress Software Corporation (the "Company") and Shana L. York,

Counsel of the Company, signing singly, the undersigned's true and lawful

attorney-in-fact to:



1.execute for and on behalf of the undersigned, in the undersigned's

capacity as an officer, director and/or 10% shareholder of the Company,

Form 144 Notice of Proposed Sale of Securities pursuant to Rule 144

under the Securities Act of 1933;



2.execute for and on behalf of the undersigned, in the undersigned's

capacity as an officer, director and/or 10% shareholder of the Company,

Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities

Exchange Act of 1934 and the rules thereunder;



3.do and perform any and all acts for and on behalf of the undersigned

which may be necessary or desirable to complete and execute any such

Forms 144, 3, 4 or 5 and timely file such forms with the United States

Securities and Exchange Commission and any stock exchange or similar

authority; and



4.take any other action of any type whatsoever in connection with the

foregoing which, in the opinion of such attorney-in-fact, may be of benefit

to, in the best interests of, or legally required by the undersigned, it

being understood that the documents executed by such attorney-in-fact on

behalf of the undersigned pursuant to this Power of Attorney shall be in

such form and shall contain such terms and conditions as such attorney-

in-fact may approve in such attorney-in-fact's discretion.



The undersigned hereby grants to each such attorney-in-fact full power and

authority to do and perform any and every act and thing whatsoever requisite,

necessary, or proper to be done in the exercise of any of the rights and

powers

herein granted, as fully to all intents and purposes as the undersigned might

or could do if personally present, with full power of substitution or

revocation,

hereby ratifying and confirming all that such attorney-in-fact, or such

attorney-in-fact's substitute or substitutes, shall lawfully do or cause to

be done by virtue of this Power of Attorney and the rights and powers herein

granted. The undersigned acknowledges that the foregoing attorneys-in-fact,

in serving in such capacity at the request of the undersigned, are not

assuming, nor is the Company assuming, any of the undersigned's

responsibilities to comply with Rule 144 under the Securities Act of 1933,

as amended and Section 16 of the Securities

Exchange Act of 1934, as amended.



This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms 144, 3, 4 and 5 with respect

to the undersigned's holdings of and transactions in securities issued by the

Company, unless earlier revoked by the undersigned in a signed writing

delivered to the foregoing attorneys-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be

executed this 15th day of September, 2014.







/Michael Benedict/

Signature





Michael Benedict

Print Name