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