SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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* Murphy Anthony (Last) (First) (Middle) C/O PROGRESS SOFTWARE CORPORATION 14 OAK PARK DR. (Street) BEDFORD MA 01730 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/10/2018	3. Issuer Name and Ticker or Trading Symbol PROGRESS SOFTWARE CORP /MA [ PRGS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Information Officer	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	(1)	Common Stock	4,047	(2)	D
Employee Stock Options	(3)	06/30/2024	Common Stock	7,404	30.89	D
Restricted Stock Units	(4)	(4)	Common Stock	2,024	(2)	D
Restricted Stock Units	(5)	(5)	Common Stock	1,480	(2)	D
Employee Stock Options	(6)	01/11/2025	Common Stock	4,740	50.69	D
Restricted Stock Units	(7)	(7)	Common Stock	2,466	(2)	D

Explanation of Responses:

1. Represents performance-based restricted stock units acquired by the Reporting Person pursuant to Progress Software Corporation's (the "Company's") 2008 Stock Option and Incentive Plan. The restricted stock units vest on February 1, 2020, subject to the Company meeting total shareholder return criteria over the three-year period ending November 30, 2019, and the continued employment of the Reporting Person with the Company.

2. Each restricted stock unit represents a contingent right to receive one share of common stock.

3. The stock options vest in eight equal semiannual installments beginning April 1, 2018, subject to the continued employment of the Reporting Person with the Company.

4. Represents restricted stock units acquired by the Reporting Person pursuant to the Company's 2008 Stock Option and Incentive Plan. The restricted stock units vest in six equal semiannual installments beginning April 1, 2018, subject to the continued employment of the Reporting Person with the Company.

5. Represents restricted stock units acquired by the Reporting Person pursuant to the Company's 2008 Stock Option and Incentive Plan. The restricted stock units vest in six equal semiannual installments beginning October 1, 2018, subject to the continued employment of the Reporting Person with the Company.

6. The stock options vest in eight equal semiannual installments beginning October 1, 2018, subject to the continued employment of the Reporting Person with the Company.

7. Represents performance-based restricted stock units acquired by the Reporting Person pursuant to the Company's 2008 Stock Option and Incentive Plan. The restricted stock units vest on February 1, 2021, subject to the Company meeting total shareholder return and operating income criteria over the three-year period ending November 30, 2020, and the continued employment of the Reporting Person with the Company.

Remarks:

	Stephen H. Faberman, Attorney-in-Fact	08/23/2018
	** 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 5 (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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POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby
constitutes and appoints Stephen H. Faberman, Chief Legal
Officer of Progress Software Corporation (the "Company"),
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 21st day of August, 2018.



/s/Anthony Murphy
Signature


_Anthony Murphy_________________
Print Name