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
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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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*
| C/O PROGRESS SOFTWARE CORPORATION |
| 14 OAK PARK DRIVE |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PROGRESS SOFTWARE CORP /MA
[ PRGS ]
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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 |
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3. Date of Earliest Transaction
(Month/Day/Year)
02/17/2015
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
02/17/2015 |
|
M |
|
849 |
A |
$19.96
|
21,788 |
D |
|
| Common Stock |
02/17/2015 |
|
S |
|
849 |
D |
$26.65
|
20,939 |
D |
|
| Common Stock |
02/17/2015 |
|
M |
|
300 |
A |
$13.01
|
21,239 |
D |
|
| Common Stock |
02/17/2015 |
|
S |
|
300 |
D |
$26.65
|
20,939 |
D |
|
| Common Stock |
02/17/2015 |
|
M |
|
360 |
A |
$14.67
|
21,299 |
D |
|
| Common Stock |
02/17/2015 |
|
S |
|
360 |
D |
$26.65
|
20,939 |
D |
|
| Common Stock |
02/17/2015 |
|
M |
|
5,160 |
A |
$15.93
|
26,099 |
D |
|
| Common Stock |
02/17/2015 |
|
S |
|
5,160 |
D |
$26.65
|
20,939 |
D |
|
| Common Stock |
02/17/2015 |
|
S |
|
13,638 |
D |
$26.65
|
7,301 |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Stock Option |
$19.96
|
02/17/2015 |
|
M |
|
|
849 |
|
04/23/2015 |
Common Stock |
849 |
$0
|
0 |
D |
|
| Stock Option |
$13.01
|
02/17/2015 |
|
M |
|
|
300 |
|
10/15/2015 |
Common Stock |
300 |
$0
|
0 |
D |
|
| Stock Option |
$14.67
|
02/17/2015 |
|
M |
|
|
360 |
|
05/11/2016 |
Common Stock |
360 |
$0
|
0 |
D |
|
| Stock Option |
$15.93
|
02/17/2015 |
|
M |
|
|
5,160 |
|
10/15/2016 |
Common Stock |
5,160 |
$0
|
0 |
D |
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| Explanation of Responses: |
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| Remarks: |
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|
Stephen H. Faberman, Attorney-In-Fact |
02/19/2015 |
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** 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
