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
X	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* Rulli Jerry (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) Former Chief Operating Officer
	3. Date of Earliest Transaction (Month/Day/Year) 03/03/2017
	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	03/03/2017		A		6,851	A	$28.82	22,407	D
Common Stock	03/03/2017		F		2,209(1)	D	$28.82	20,198	D
Common Stock	03/03/2017		A		5,428	A	$28.82	25,626	D
Common Stock	03/03/2017		F		1,762(2)	D	$28.82	23,864	D
Common Stock	03/03/2017		A		5,083	A	$28.82	28,947	D
Common Stock	03/03/2017		F		1,650(3)	D	$28.82	27,297	D
Common Stock	03/03/2017		A		2,859	A	$28.82	30,156	D
Common Stock	03/03/2017		F		929(3)	D	$28.82	29,227	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
Restricted Stock Units	(4)	03/03/2017		M(5)			6,851	(6)	(6)	Common Stock	6,851	$0	0(7)	D
Restricted Stock Units	(4)	03/03/2017		D			27,143	(8)	(8)	Common Stock	27,143	$0	0(9)	D
Restricted Stock Units	(4)	03/03/2017		M(5)			5,083	(10)	(10)	Common Stock	5,083	$0	0(11)	D
Restricted Stock Units	(4)	03/03/2017		D			30,500	(12)	(12)	Common Stock	30,500	$0	0(9)	D
Restricted Stock Units	(4)	03/03/2017		M(5)			5,428	(13)	(13)	Common Stock	5,428	$0	0(14)	D
Restricted Stock Units	(4)	03/03/2017		M(5)			2,859	(15)	(15)	Common Stock	2,859	$0	0(16)	D

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 29, 2014.

2. 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.

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 18, 2016.

4. Restricted stock units convert into common stock on a one-for-one basis.

5. Reflects the accelerated vesting of all or a portion of previously granted restricted stock units immediately prior to the termination of employment of the Reporting Person with Issuer.

6. On September 29, 2014, the Reporting Person was granted 20,551 restricted stock units, vesting in six equal semiannual installments beginning on April 1, 2015, subject to the continued employment of the Reporting Person with Issuer.

7. As of the date of this filing, 13,700 restricted stock units have vested or been released.

8. On January 29, 2015, the Reporting Person was granted 27,143 performance-based restricted stock units that vest based on Issuer's total shareholder return over a three-year period, as will be determined at the first meeting of the Issuer's compensation committee following November 30, 2017.

9. As of the date of this filing, no performance-based restricted stock units have vested or been released, and because Reporting Person left the employment of Issuer as Chief Operating Officer effective March 3, 2017, the unvested remaining performance-based restricted stock units were cancelled.

10. On January 18, 2016, the Reporting Person was granted 15,250 restricted stock units, vesting in six equal semiannual installments beginning on October 1, 2016, subject to the continued employment of the Reporting Person with Issuer.

11. As of the date of this filing, 2,541 restricted stock units have vested or been released, and because Reporting Person left the employment of Issuer as Chief Operating Officer effective March 3, 2017, the uvnested remaining restricted stock units were cancelled.

12. On January 18, 2016, the Reporting Person was granted 30,500 performance-based restricted stock units that vest based on Issuer's total shareholder return over a three-year period, as will be determined at the first meeting of the Issuer's compensation committee following November 30, 2018.

13. On January 29, 2016, the Reporting Person acquired 16,284 restricted stock units based on Issuer performance in FY15, vesting in five installments, with one-third vested 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.

14. As of the date of this filing, 8,142 restricted stock units have vested or been released, and because Reporting Person left the employment of Issuer as Chief Operating Officer effective March 3, 2017, the unvested remaining restricted stock units were cancelled.

15. On January 30, 2017, the Reporting Person acquired 5,718 restricted stock units based on Issuer performance in FY16, vesting in five installments, with one-third vesting on April 1, 2017 and the remaining restricted stock units vesting in four equal semi-annual installments, subject to the continued employment of the Reporting Person with Issuer.

16. As of the date of this filing, no restricted stock units have vested or been released, and because Reporting Person left the employment of Issuer as Chief Operating Officer effective March 3, 2017, the unvested remaining restricted stock units were cancelled.

Remarks:

	Stephen H. Faberman, Attorney-In-Fact	03/07/2017
	** Signature of Reporting Person	Date
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