SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Benedict Michael

(Last)

(First)

(Middle)

C/O PROGRESS SOFTWARE CORPORATION

14 OAK PARK DRIVE

(Street)

BEDFORD

01730

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PROGRESS SOFTWARE CORP /MA [ PRGS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former Chief Product Officer

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
11/30/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/11/2016		A	1,050	A	$28.36	40,992	D
Common Stock	11/11/2016		F	348⁽¹⁾	D	$28.36	40,644	D
Common Stock	11/11/2016		A	1,810	A	$28.36	42,454	D
Common Stock	11/11/2016		F	600⁽²⁾	D	$28.36	41,854	D
Common Stock	11/11/2016		A	2,279	A	$28.36	44,133	D
Common Stock	11/11/2016		F	756⁽²⁾	D	$28.36	43,377	D
Common Stock	11/11/2016		A	1,016	A	$28.36	44,393	D
Common Stock	11/11/2016		F	338⁽³⁾	D	$28.36	44,055	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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	11/11/2016		M⁽⁵⁾		1,050	⁽⁶⁾	⁽⁶⁾	Common Stock	1,050	$0	0⁽⁷⁾	D
Restricted Stock Units	⁽⁴⁾	11/11/2016		D		21,822	⁽⁸⁾	⁽⁸⁾	Common Stock	21,822	$0	0⁽⁹⁾	D
Restricted Stock Units	⁽⁴⁾	11/11/2016		M⁽⁵⁾		1,810	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1,810	$0	0⁽¹¹⁾	D
Restricted Stock Units	⁽⁴⁾	11/11/2016		M⁽⁵⁾		2,279	⁽¹²⁾	⁽¹²⁾	Common Stock	2,279	$0	0⁽¹³⁾	D
Restricted Stock Units	⁽⁴⁾	11/11/2016		D		20,939	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	20,939	$0	0⁽⁹⁾	D
Restricted Stock Units	⁽⁴⁾	11/11/2016		M⁽⁵⁾		1,016	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	1,016	$0	0⁽¹⁶⁾	D
Restricted Stock Units	⁽⁴⁾	11/11/2016		D		23,638	⁽¹⁷⁾	⁽¹⁷⁾	Common Stock	23,638	$0	0⁽⁹⁾	D

Explanation of Responses:

1. 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.

2. 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.

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 18, 2016.

4. Restricted stock units convert into common stock on a one-for-one basis.

5. 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.

6. 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.

7. As of the date of this filing, 5,245 restricted stock units have vested or been released.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

15. 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.

16. 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.

17. 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.

Remarks:

	Stephen H. Faberman, Attorney-In-Fact	01/09/2017
	** Signature of Reporting Person	Date
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