SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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).
1. Name and Address of Reporting Person*
FREEDMAN JAMES

(Last) (First) (Middle)
14 OAK PARK

(Street)
BEDFORD MA 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
X Officer (give title below) Other (specify below)
Senior VP & General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
05/03/2005
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 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 05/03/2005 S 2,003 D $25.63 5,470(1) D
Common Stock 05/03/2005 M 1,245 A $12.0625 6,715 D
Common Stock 05/03/2005 M 3,190 A $12.8125 9,905 D
Common Stock 05/03/2005 M 14,845 A $13.084 24,750 D
Common Stock 05/03/2005 M 12,250 A $13.24 37,000 D
Common Stock 05/03/2005 S 4,435 D $25.4633 32,565 D
Common Stock 05/03/2005 S 5,000 D $25.4594 27,565 D
Common Stock 05/03/2005 S 5,000 D $25.5389 22,565 D
Common Stock 05/03/2005 S 4,845 D $25.55 17,720 D
Common Stock 05/03/2005 S 6,000 D $25.5 11,720 D
Common Stock 05/03/2005 S 6,250 D $25.99 5,470 D
Common Stock 05/04/2005 M 6,250 A $13.24 11,720 D
Common Stock 05/04/2005 S 6,250 D $26.11 5,470 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Nonqualified Stock Options $12.0625 05/03/2005 M 1,245 10/06/2000(2) 10/06/2010 Common Stock 1,245 $12.0625 0(3) D
Nonqualified Stock Options $12.8125 05/03/2005 M 3,190 04/03/2001(4) 04/02/2011 Common Stock 3,190 $12.8125 0(3) D
Nonqualified Stock Options $13.084 05/03/2005 M 14,845 10/10/2001(5) 10/09/2011 Common Stock 14,845 $13.084 0(3) D
Nonqualified Stock Options $13.24 05/03/2005 M 12,250 08/02/2002(6) 08/01/2012 Common Stock 12,250 $13.24 60,750(7) D
Nonqualified Stock Options $13.24 05/04/2005 M 6,250 08/02/2002(6) 08/01/2012 Common Stock 6,250 $13.24 54,500(8) D
Explanation of Responses:
1. Includes a purchase made pursuant to the Employee Stock Purchase Plan of 1,070 shares on April 1, 2005.
2. Eight-sixtieths of the option vests on the date of grant, thereafter the option vests in equal monthly increments over a 52 month period commencing November 1, 2000.
3. As of May 5, 2005, options to purchase all shares were vested.
4. Two-sixtieths of the option vests on the date of grant, thereafter the option vests in equal monthly increments over a 58 month period commencing May 1, 2001.
5. Eight-sixtieths of the option vests on the date of grant, thereafter the option vests in equal monthly increments over a 52 month period commencing November 1, 2001.
6. Six-sixtieths of the option vests on the date of grant, thereafter the option vests in equal monthly increments over a 54 month period commencing September 1, 2002.
7. As of May 5, 2005, options to purchase 34,500 shares were vested.
8. As of May 5, 2005, options to purchase 28,250 shares were vested.
Remarks:
James D. Freedman 05/05/2005
** 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.
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