| 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 |
|
|||||||||||||||
 |
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
PROGRESS SOFTWARE CORP /MA [ PRGS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 04/01/2017 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 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 | 04/01/2017 | M | 350 | A | $0(1) | 5,506(2) | D | |||
| Common Stock | 04/01/2017 | F | 133(3) | D | $29.12 | 5,373 | D | |||
| Common Stock | 04/01/2017 | M | 333 | A | $0(1) | 5,706 | D | |||
| Common Stock | 04/01/2017 | F | 126(4) | D | $29.12 | 5,580 | D | |||
| Common Stock | 04/01/2017 | M | 159 | A | $0(1) | 5,739 | D | |||
| Common Stock | 04/01/2017 | F | 61(5) | D | $29.12 | 5,678 | D | |||
| Common Stock | 04/01/2017 | M | 333 | A | $0(1) | 6,011 | D | |||
| Common Stock | 04/01/2017 | F | 126(6) | D | $29.12 | 5,885 | D | |||
| Common Stock | 04/01/2017 | M | 166 | A | $0(1) | 6,051 | D | |||
| Common Stock | 04/01/2017 | F | 58(7) | D | $29.12 | 5,993 | 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 | (1) | 04/01/2017 | M | 350 | (8) | (8) | Common Stock | 350 | $0 | 0 | D | ||||
| Restricted Stock Units | (1) | 04/01/2017 | M | 333 | (9) | (9) | Common Stock | 333 | $0 | 668 | D | ||||
| Restricted Stock Units | (1) | 04/01/2017 | M | 159 | (10) | (10) | Common Stock | 159 | $0 | 668 | D | ||||
| Restricted Stock Units | (1) | 04/01/2017 | M | 333 | (11) | (11) | Common Stock | 333 | $0 | 1,336 | D | ||||
| Restricted Stock Units | (1) | 04/01/2017 | M | 166 | (12) | (12) | Common Stock | 166 | $0 | 1,335 | D | ||||
| Explanation of Responses: |
| 1. Restricted stock units convert into common stock on a one-for-one basis. |
| 2. Includes the sale of 21,041 shares of common stock as reported on the Reporting Person's Form 4 filed on July 12, 2016 but omitted from the Amount of Securities Beneficially Owned in the Form 4 filed on October 4, 2016. |
| 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 13, 2014. |
| 4. 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 15, 2015. |
| 5. Represents shares of common stock withheld by Issuer to pay tax witholding obligation of Reporting Person upon the vesting of performance-based restricted stock units granted to the Reporting Person on January 15, 2015. |
| 6. 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. |
| 7. Represents shares of common stock withheld by Issuer to pay tax witholding obligation of Reporting Person upon the vesting of performance-based restricted stock units granted to the Reporting Person on January 18, 2016. |
| 8. On January 13, 2014, the Reporting Person was granted 2,099 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. |
| 9. On January 15, 2015, the Reporting Person was granted 2,000 restricted stock units, vesting in six equal semi-annual installments beginning on October 1, 2015, subject to the continued employment of the Reporting Person with Issuer. |
| 10. On January 15, 2015, the Reporting Person was granted 2,000 performance-based restricted stock units based on Issuer performance in FY15. Each performance-based restricted stock unit vests 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. |
| 11. On January 18, 2016, the Reporting Person was granted 2,002 restricted stock units, vesting in six equal semi-annual installments beginning on October 1, 2016, subject to the continued employment of the Reporting Person with Issuer. |
| 12. On January 18, 2016, the Reporting Person was granted 2,002 performance-based restricted stock units, vesting in five installments, with one-third vesting on April 1, 2017 and the remaining performance-based restricted stock units vesting in four equal semi-annual installments, subject to the continued employment of the Reporting Person with Issuer. |
| Remarks: |
| Paul A. Jalbert | 04/05/2017 | |
| ** 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. | ||