0001619688-17-000002.txt : 20170109 0001619688-17-000002.hdr.sgml : 20170109 20170109161555 ACCESSION NUMBER: 0001619688-17-000002 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161130 FILED AS OF DATE: 20170109 DATE AS OF CHANGE: 20170109 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: Benedict Michael CENTRAL INDEX KEY: 0001619688 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19417 FILM NUMBER: 17517688 MAIL ADDRESS: STREET 1: 14 OAK PARK DRIVE CITY: BEDFORD STATE: MA ZIP: 01730 5 1 wf-form5_148399653930654.xml FORM 5 X0306 5 2016-11-30 1 0 0 0000876167 PROGRESS SOFTWARE CORP /MA PRGS 0001619688 Benedict Michael C/O PROGRESS SOFTWARE CORPORATION 14 OAK PARK DRIVE BEDFORD MA 01730 0 0 0 1 Former Chief Product Officer Common Stock 2016-11-11 5 A 0 1050 28.36 A 40992 D Common Stock 2016-11-11 5 F 0 348 28.36 D 40644 D Common Stock 2016-11-11 5 A 0 1810 28.36 A 42454 D Common Stock 2016-11-11 5 F 0 600 28.36 D 41854 D Common Stock 2016-11-11 5 A 0 2279 28.36 A 44133 D Common Stock 2016-11-11 5 F 0 756 28.36 D 43377 D Common Stock 2016-11-11 5 A 0 1016 28.36 A 44393 D Common Stock 2016-11-11 5 F 0 338 28.36 D 44055 D Restricted Stock Units 2016-11-11 5 M 0 1050 0 D Common Stock 1050.0 0 D Restricted Stock Units 2016-11-11 5 D 0 21822 0 D Common Stock 21822.0 0 D Restricted Stock Units 2016-11-11 5 M 0 1810 0 D Common Stock 1810.0 0 D Restricted Stock Units 2016-11-11 5 M 0 2279 0 D Common Stock 2279.0 0 D Restricted Stock Units 2016-11-11 5 D 0 20939 0 D Common Stock 20939.0 0 D Restricted Stock Units 2016-11-11 5 M 0 1016 0 D Common Stock 1016.0 0 D Restricted Stock Units 2016-11-11 5 D 0 23638 0 D Common Stock 23638.0 0 D 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. 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. 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. 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 13, 2014, the Reporting Person was granted 6,295 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, 5,245 restricted stock units have vested or been released. On January 13, 2014, the Reporting Person was granted 21,822 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, 2016. 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 Product Officer effective November 11, 2016, the unvested performance-based restricted stock units were cancelled. On January 29, 2015, the Reporting Person was granted 5,429 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, 2,714 restricted stock units have vested or been released, and because Reporting Person left the employment of Issuer as Chief Product Officer effective November 11, 2016, the unvested remaining restricted stock units were cancelled. On January 29, 2015, the Reporting Person was granted 8,143 performance-based restricted stock units based on Issuer performance in FY15. Upon determination of achievement for FY15, each 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. As of the date of this filing, 4,071 performance-based restricted stock units have vested or been released, and because Reporting Person left the employment of Issuer as Chief Product Officer effective November 11, 2016, the unvested remaining performance-based restricted stock units were cancelled. On January 29, 2015, the Reporting Person was granted 20,939 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. On January 18, 2016, the Reporting Person was granted 3,050 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. As of the date of this filing, 508 restricted stock units have vested or been released, and because Reporting Person left the employment of Issuer as Chief Product Officer effective November 11, 2016, the unvested remaining restricted stock units were cancelled. On January 18, 2016, the Reporting Person was granted 23,638 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. Stephen H. Faberman, Attorney-In-Fact 2017-01-09 EX-24 2 benedictpoa2014.txt MICHAEL BENEDICT POA 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