| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PROGRESS SOFTWARE CORP /MA [ PRGS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/02/2007 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 344,225 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $5.2884 | 03/02/2007 | D | 3,325 | (1) | 03/03/2007 | Common Stock | 3,325 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $10.5784 | (3) | 02/01/2008 | Common Stock | 240,000 | 240,000 | D | ||||||||
| Stock Option (right to buy) | $16.19 | (4) | 09/01/2008 | Common Stock | 200,000 | 200,000 | D | ||||||||
| Stock Option (right to buy) | $13.8788 | (5) | 05/17/2009 | Common Stock | 62,000 | 62,000 | D | ||||||||
| Stock Option (right to buy) | $23 | (6) | 02/18/2010 | Common Stock | 100,000 | 100,000 | D | ||||||||
| Stock Option (right to buy) | $14.9425 | (7) | 10/06/2010 | Common Stock | 150,000 | 150,000 | D | ||||||||
| Stock Option (right to buy) | $16.19 | (4) | 09/01/2008 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Stock Option (right to buy) | $14.3025 | (8) | 04/02/2011 | Common Stock | 100,000 | 100,000 | D | ||||||||
| Stock Option (right to buy) | $14.3025 | (8) | 04/02/2011 | Common Stock | 25,000 | 25,000 | D | ||||||||
| Stock Option (right to buy) | $17.424 | (9) | 10/09/2011 | Common Stock | 75,000 | 75,000 | D | ||||||||
| Stock Option (right to buy) | $17.424 | (9) | 10/09/2011 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Stock Option (right to buy) | $13.5 | (10) | 08/01/2012 | Common Stock | 250,000 | 250,000 | D | ||||||||
| Stock Option (right to buy) | $16.99 | (11) | 02/23/2013 | Common Stock | 125,000 | 125,000 | D | ||||||||
| Stock Option (right to buy) | $18.75 | (12) | 05/23/2014 | Common Stock | 75,000 | 75,000 | D | ||||||||
| Stock Option (right to buy) | $21.45 | (13) | 09/26/2014 | Common Stock | 125,000 | 125,000 | D | ||||||||
| Stock Option (right to buy) | $12.8125 | (14) | 02/10/2009 | Common Stock | 248,000 | 248,000 | D | ||||||||
| Stock Option (right to buy) | $21.86 | (15) | 11/10/2013 | Common Stock | 125,000 | 125,000 | D | ||||||||
| Stock Option (right to buy) | $23.07 | (16) | 05/21/2013 | Common Stock | 90,000 | 90,000 | D | ||||||||
| Stock Option (right to buy) | $25.01 | (16) | 09/19/2013 | Common Stock | 90,000 | 90,000 | D | ||||||||
| Explanation of Responses: |
| 1. The option was originally granted on March 3, 1997 and vested in 60 equal monthly increments in effect commencing on March 1, 1997. |
| 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 on February 3, 1998 and vested in 60 equal monthly increments in effect commencing on March 1, 1998. |
| 4. The option was originally granted on September 1, 1998 and vested in 60 equal monthly increments in effect commencing on March 1, 1998. |
| 5. The option was originally granted on May 17, 1999 and vested in 60 equal monthly increments in effect commencing on March 1, 1999. |
| 6. The option was originally granted on February 18, 2000 and vested in 60 equal monthly increments in effect commencing on March 1, 2000. |
| 7. The option was originally granted on October 6, 2000 and vested in 60 equal monthly increments in effect commencing on March 1, 2000. |
| 8. The option was originally granted on April 3, 2001 and vested in 60 equal monthly increments in effect commencing on March 1, 2001. |
| 9. The option was originally granted on October 10, 2001 and vested in 60 equal monthly increments in effect commencing on March 1, 2001. |
| 10. The option was originally granted on August 2, 2002 and vests in 60 equal monthly increments in effect commencing on March 1, 2002. |
| 11. The option was originally granted on February 24, 2003 and vests in 60 equal monthly increments in effect commencing on March 1, 2003. |
| 12. The option was originally granted on May 24, 2004 and vests in 60 equal monthly increments in effect commencing on March 1, 2004. |
| 13. The option was originally granted on September 27, 2004 and vests in 60 equal monthly increments in effect commencing on March 1, 2004. |
| 14. The option vested in 60 monthly increments in effect commencing on March 1, 1999. |
| 15. The option vested in 60 monthly increments in effect commencing on March 1, 2003. |
| 16. The option vested in 60 monthly increments in effect commencing on March 1, 2006. |
| Remarks: |
| /s/ Joseph Wright Alsop | 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. | ||
| 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 Number. | ||