FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Andrews Joseph 		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
__ X __ Officer (give title below)      _____ Other (specify below)
SVP, Human Resources
(Last)          (First)          (Middle)

PROGRESS SOFTWARE CORPORATION, C/O 14 OAK PARK DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/1/2014
(Street)

BEDFORD, MA 01730
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   4/1/2014     M    934   A   (1) 36340   D  
 
Common Stock   4/1/2014     F    305   (2) D $22.09   36305   D  
 
Common Stock   4/1/2014     M    2708   A   (1) 38743   D  
 
Common Stock   4/1/2014     F    882   (3) D $22.09   37861   D  
 
Common Stock   4/1/2014     M    2500   A   (1) 40361   D  
 
Common Stock   4/1/2014     F    814   (4) D $22.09   37047   D  
 
Common Stock   4/1/2014     M    2500   A   (1) 39547   D  
 
Common Stock   4/1/2014     F    814   (5) D $22.09   38733   D  
 
Common Stock   4/1/2014     M    1823   A   (1) 40556   D  
 
Common Stock   4/1/2014     F    594   (6) D $22.09   39962   D  
 
Common Stock   4/1/2014     M    3933   A   (1) 43895   D  
 
Common Stock   4/1/2014     F    1281   (7) D $22.09   42614   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units     (1) 4/1/2014     M         934      (8)   (8) Common Stock   934   $0   0   D  
 
Restricted Stock Units     (1) 4/1/2014     M         2708      (9)   (9) Common Stock   2708   $0   5418   D  
 
Restricted Stock Units     (1) 4/1/2014     M         2500      (10)   (10) Common Stock   2500   $0   10000   D  
 
Restricted Stock Units     (1) 4/1/2014     M         2500      (11)   (11) Common Stock   2500   $0   5000   D  
 
Restricted Stock Units     (1) 4/1/2014     M         1823      (12)   (12) Common Stock   1823   $0   5470   D  
 
Restricted Stock Units     (1) 4/1/2014     M         3933      (13)   (13) Common Stock   3933   $0   7867   D  
 

Explanation of Responses:
( 1)  Restricted stock units convert into common stock on a one-for-one basis.
( 2)  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 April 28, 2011.
( 3)  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 May 28, 2012.
( 4)  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.
( 5)  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.
( 6)  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.
( 7)  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.
( 8)  On April 28, 2011, the Reporting Person was granted 5,600 restricted stock units, vesting in six equal semi-annual installments beginning on October 1, 2011, subject to the continued employment of the Reporting Person with Issuer.
( 9)  On May 28, 2012, the Reporting Person was granted 16,250 restricted stock units, vesting in six equal semi-annual installments beginning on October 1, 2012, subject to the continued employment of the Reporting Person with Issuer.
( 10)  On January 22, 2013, the Reporting Person was granted 15,000 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.
( 11)  On January 22, 2013, the Reporting Person was granted 10,000 restricted stock units, vesting in four equal semi-annual installments beginning on October 1, 2011, subject to the continued employment of the Reporting Person with Issuer.
( 12)  On January 22, 2013, the Reporting Person was granted 10,938 restricted stock units, vesting in five installments, with one-third vesting on October 1, 2013 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)  On January 7, 2014, the Reporting Person was granted 11,800 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Andrews Joseph
PROGRESS SOFTWARE CORPORATION
C/O 14 OAK PARK DRIVE
BEDFORD, MA 01730

SVP, Human Resources

Signatures
Joseph A. Andrews 4/3/2014
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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