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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* MCGREGOR SCOTT A (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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/02/2007
	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								12,000	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
Stock Option (right to buy)	$14.7475							(1)	06/17/2009	Common Stock	10,000		10,000	D
Stock Option (right to buy)	$13.5	03/02/2007		D			7,453	(2)	08/01/2012	Common Stock	7,453	(3)	8,547	D
Stock Option (right to buy)	$16.99							(4)	02/23/2013	Common Stock	8,000		8,000	D
Stock Option (right to buy)	$18.75							(5)	05/23/2014	Common Stock	8,500		8,500	D
Stock Option (right to buy)	$21.45							(6)	09/26/2014	Common Stock	8,500		8,500	D
Stock Option (right to buy)	$21.86							(7)	11/10/2013	Common Stock	8,000		8,000	D
Stock Option (right to buy)	$30.81							(8)	11/14/2012	Common Stock	9,000		9,000	D
Stock Option (right to buy)	$23.07							(9)	05/21/2013	Common Stock	10,500		10,500	D
Stock Option (right to buy)	$25.01							(10)	09/19/2013	Common Stock	10,500		10,500	D

Explanation of Responses:

1. The option was originally granted and vested fully on June 17, 1999.

2. These securities of the reporting person were surrendered to the Issuer for cancellation as payment for the amount due to the Issuer under an Option Amendment Agreement.

3. The option was originally granted and vested fully on August 2, 2002.

4. The option was originally granted and vested fully on February 24, 2003.

5. The option was originally granted and vested fully on May 24, 2004.

6. The option was originally granted and vested fully on September 27, 2004.

7. The option was granted and vested fully on November 11, 2003.

8. The option was granted and vested fully on November 15, 2005.

9. The option was granted and vested fully on May 22, 2006.

10. The option was granted and vested fully on September 20, 2006.

Remarks:

	/s/ Scott A. McGregor	03/06/2007
	** 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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