Statement of Changes in Beneficial Ownership (4)
April 03 2014 - 6:03PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
PERKINS CHRIS E
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2. Issuer Name
and
Ticker or Trading Symbol
PROGRESS SOFTWARE CORP /MA
[
PRGS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
SVP, Chief Financial Officer
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(Last)
(First)
(Middle)
PROGRESS SOFTWARE CORPORATION, 14 OAK PARK DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/1/2014
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(Street)
BEDFORD, MA 01730
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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4/1/2014
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M
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16000
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A
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(1)
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26784
(2)
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D
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Common Stock
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4/1/2014
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F
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5208
(3)
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D
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$22.09
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21576
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D
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Common Stock
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4/1/2014
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M
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25173
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A
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(1)
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46749
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D
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Common Stock
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4/1/2014
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F
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9537
(4)
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D
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$22.09
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37212
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(1)
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4/1/2014
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M
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16000
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(5)
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(5)
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Common Stock
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16000
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$0
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64000
(6)
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D
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Restricted Stock Units
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(1)
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4/1/2014
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M
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25173
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(7)
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(7)
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Common Stock
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25173
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$0
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50347
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D
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Explanation of Responses:
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(
1)
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Restricted stock units convert into common stock on a one-for-one basis.
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(
2)
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In the Form 4 filed February 5, 2013, the entire grant of 96,000 restricted stock units was initially reported on Table I. The remaining unvested restricted stock units are now reported on Table II rather than Table I.
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(
3)
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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 February 1, 2013.
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(
4)
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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.
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(
5)
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On February 2, 2013, the Reporting Person was granted 96,000 restricted stock units, vesting in six equal semiannual installments beginning on October 1, 2013, subject to the continued employment of the Reporting Person with Issuer.
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(
6)
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As of the date of this filing, 16,000 restricted stock units have already vested and been released.
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(
7)
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On January 7, 2014, the Reporting Person was granted 75,520 restricted stock units, vesting in five installments, with one-third vesting on April 1, 2014 and the remaining restricted stock units vesting in four semiannual installments, subject to the continued employment of the Reporting Person with Issuer.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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PERKINS CHRIS E
PROGRESS SOFTWARE CORPORATION
14 OAK PARK DRIVE
BEDFORD, MA 01730
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SVP, Chief Financial Officer
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Signatures
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Chris E. Perkins
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4/3/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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