0000876167-22-000079.txt : 20220405 0000876167-22-000079.hdr.sgml : 20220405 20220405172008 ACCESSION NUMBER: 0000876167-22-000079 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220401 FILED AS OF DATE: 20220405 DATE AS OF CHANGE: 20220405 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gupta Yogesh K CENTRAL INDEX KEY: 0001301277 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19417 FILM NUMBER: 22808188 MAIL ADDRESS: STREET 1: C/O PROGRESS SOFTWARE CORPORATION STREET 2: 14 OAK PARK DRIVE CITY: BEDFORD STATE: MA ZIP: 01730 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PROGRESS SOFTWARE CORP /MA CENTRAL INDEX KEY: 0000876167 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 042746201 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 BUSINESS ADDRESS: STREET 1: 14 OAK PARK DRIVE CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 781-280-4473 MAIL ADDRESS: STREET 1: 14 OAK PARK DRIVE CITY: BEDFORD STATE: MA ZIP: 01730 4 1 wf-form4_164919359175744.xml FORM 4 X0306 4 2022-04-01 0 0000876167 PROGRESS SOFTWARE CORP /MA PRGS 0001301277 Gupta Yogesh K C/O PROGRESS SOFTWARE CORPORATION 14 OAK PARK DRIVE BEDFORD MA 01730 1 1 0 0 Chief Executive Officer Common Stock 2022-04-01 4 M 0 5255 0 A 74021 D Common Stock 2022-04-01 4 F 0 2331 46.941 D 71690 D Common Stock 2022-04-01 4 M 0 4082 0 A 75772 D Common Stock 2022-04-01 4 F 0 1811 46.941 D 73961 D Common Stock 2022-04-01 4 M 0 5282 0 A 79243 D Common Stock 2022-04-01 4 F 0 2343 46.941 D 76900 D Common Stock 100000 I By Irrevocable Trust Restricted Stock Units 2022-04-01 4 M 0 5255 0 D Common Stock 5255.0 0 D Restricted Stock Units 2022-04-01 4 M 0 4082 0 D Common Stock 4082.0 8164 D Restricted Stock Units 2022-04-01 4 M 0 5282 0 D Common Stock 5282.0 21128 D Restricted stock units convert into common stock on a one-for-one basis. Represents shares of common stock withheld by Progress Software Corporation (the "Company") to pay the tax withholding obligations of the Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 22, 2019. Represents shares of common stock withheld by the Company to pay the tax withholding obligations of the Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 21, 2020. Represents shares of common stock withheld by the Company to pay the tax withholding obligations of the Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 19, 2021. These shares are held in a trust for the benefit of the reporting person's spouse and children. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and the inclusion of these securities in this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. On January 22, 2019, the Reporting Person was granted 31,529 restricted stock units pursuant to the Company's 2008 Stock Option and Incentive Plan. The restricted stock units vest in six equal semiannual installments beginning October 1, 2019, subject to the continued employment of the Reporting Person with the Company. On January 21, 2020, the Reporting Person was granted 24,492 restricted stock units pursuant to the Company's 2008 Stock Option and Incentive Plan. The restricted stock units vest in six equal semiannual installments beginning October 1, 2020, subject to the continued employment of the Reporting Person with the Company. On January 19, 2021, the Reporting Person was granted 31,691 restricted stock units pursuant to the Company's 2008 Stock Option and Incentive Plan. The restricted stock units vest in six equal semiannual installments beginning October 1, 2021, subject to the continued employment of the Reporting Person with the Company. Anthony Folger, Attorney-in-Fact 2022-04-05 EX-24 2 ex-24.htm GUPTA POA (4.4.2022)

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Anthony Folger, Chief Financial Officer of Progress Software Corporation (the "Company") 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 4th day of April, 2022.


_/s/ Yogesh Gupta
Signature


Yogesh Gupta
Print Name