0001465475-15-000005.txt : 20151103 0001465475-15-000005.hdr.sgml : 20151103 20151103140411 ACCESSION NUMBER: 0001465475-15-000005 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151030 FILED AS OF DATE: 20151103 DATE AS OF CHANGE: 20151103 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Benson David A CENTRAL INDEX KEY: 0001465475 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19417 FILM NUMBER: 151193235 MAIL ADDRESS: STREET 1: 14 OAK PARK DRIVE CITY: BEDFORD STATE: MA ZIP: 01730 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2015-10-30 1 0000876167 PROGRESS SOFTWARE CORP /MA PRGS 0001465475 Benson David A C/O PROGRESS SOFTWARE CORPORATION 14 OAK PARK DRIVE BEDFORD MA 01730 0 1 0 0 EVP and CIO Common Stock 2015-10-30 4 M 0 1500 24.31 A 46062 D Common Stock 2015-10-30 4 F 0 488 24.31 D 45574 D Common Stock 2015-10-30 4 M 0 1050 24.31 A 46624 D Common Stock 2015-10-30 4 F 0 342 24.31 D 46282 D Common Stock 2015-10-30 4 M 0 1180 24.31 A 47462 D Common Stock 2015-10-30 4 F 0 384 24.31 D 47078 D Common Stock 2015-10-30 4 M 0 776 24.31 A 47854 D Common Stock 2015-10-30 4 F 0 253 24.31 D 47601 D Restricted Stock Units 2015-10-30 4 M 0 1500 0 D Common Stock 1500 0 D Restricted Stock Units 2015-10-30 4 M 0 1050 0 D Common Stock 1050 0 D Restricted Stock Units 2015-10-30 4 M 0 1180 0 D Common Stock 1180 0 D Restricted Stock Units 2015-10-30 4 M 0 776 0 D Common Stock 776 0 D 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. 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. 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. 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 29, 2015. Restricted stock units convert into common stock on a one-for-one basis. 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. On January 22, 2013, the Reporting Person was granted 9,000 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. As of the date of this filing, 7,500 restricted stock units have already vested and been released. On January 13, 2014, the Reporting Person was granted 3,148 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. As of the date of this filing, 1,573 restricted stock units have already vested and been released, 1,050 restricted stock units vested on the Transaction Date and 525 restricted stock units are cancelled due to termination of employment of the Reporting Person with Issuer. On January 7, 2014, the Reporting Person was granted 7,080 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. As of the date of this filing, 5,900 restricted stock units have already vested and been released. On January 29, 2015, the Reporting Person was granted 2,327 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. As of the date of this filing, 387 restricted stock units have already vested and been released, 776 restricted stock units vested on the Transaction Date and 1,164 restricted stock units are cancelled due to termination of employment of the Reporting Person with Issuer. Stephen H. Faberman, Attorney-in-Fact 2015-11-03 EX-24 2 attach_1.htm

POWER OF ATTORNEY







Know all by these presents, that the undersigned hereby constitutes and appoints Stephen H. Faberman, Vice President and General Counsel of Progress Software Corporation (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 ___th day of July, 2013.









Signature





David Benson

Print Name