SEC Filing | Progress Software Corporation

View:

SEC FORM 3 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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Goodson John

(Last)

(First)

(Middle)

14 OAK PARK DRIVE

(Street)

BEDFORD

01730

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/15/2010

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)
SVP & Interim Chief Prod Off

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)
Common Stock	12,244⁽¹⁾⁽²⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option	11/01/2005	11/14/2012	Common Stock	20,000⁽³⁾	30.81	D
Employee Stock Option	05/01/2006⁽⁴⁾	05/21/2013	Common Stock	12,500⁽⁵⁾	23.07	D
Employee Stock Option	09/01/2006⁽⁶⁾	09/19/2013	Common Stock	12,500⁽⁷⁾	25.01	D
Employee Stock Option	05/01/2004⁽⁸⁾	05/23/2014	Common Stock	14,333⁽⁹⁾	18.75	D
Employee Stock Option	05/01/2004⁽¹⁰⁾	09/26/2014	Common Stock	14,667⁽¹¹⁾	21.45	D
Employee Stock Option	04/01/2007⁽¹²⁾	04/25/2014	Common Stock	9,000⁽¹³⁾	31.18	D
Employee Stock Option	10/01/2007⁽¹⁴⁾	10/15/2014	Common Stock	9,000⁽¹⁵⁾	32.25	D
Employee Stock Option	04/01/2008⁽¹⁶⁾	04/23/2015	Common Stock	15,000⁽¹⁷⁾	29.94	D
Employee Stock Option	10/01/2008⁽¹⁸⁾	10/15/2015	Common Stock	25,000⁽¹⁹⁾	19.51	D
Employee Stock Option	05/01/2009⁽²⁰⁾	05/11/2016	Common Stock	12,000⁽²¹⁾	22.01	D
Employee Stock Option	10/01/2009⁽²²⁾	10/15/2016	Common Stock	12,000⁽²³⁾	23.9	D
Employee Stock Option	04/01/2010⁽²⁴⁾	04/26/2017	Common Stock	27,000⁽²⁵⁾	31.98	D

Explanation of Responses:

1. 6,400 of these shares represent restricted stock units acquired by the reporting person on May 12, 2009 pursuant to the Issuer's 2008 Stock Option and Incentive Plan. 7,200 of these shares represent restricted stock units acquired by the reporting person on April 27, 2010 pursuant to the Issuer's 2008 Stock Option and Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of common stock. These restricted stock units vest in six equal semiannual installments commencing on October 1, 2009 and October 1, 2010, respectively, subject to the continued employment of the reporting person with Issuer. As of the date of this filing, 4,399 of these restricted stock units have vested, 1,428 shares of which have been withheld by Issuer to pay tax withholding obligations of reporting person upon the vesting of these restricted stock units, leaving 2,971 of these shares vested and currently held by reporting person.

2. Also includes 72 shares acquired through the Issuer's Employee Stock Purchase Plan on September 30, 2010.

3. As of the date of this filing, options to purchase 20,000 shares are vested.

4. Three-sixtieths (3/60) of the options were vested and exercisable on the grant date. The remaining options vested in 57 equal monthly increments commencing on June 1, 2006.

5. As of the date of this filing, options to purchase 11,875 shares are vested.

6. Seven-sixtieths (7/60) of the options were vested and exercisable on the grant date. The remaining options vested in 53 equal monthly increments commencing on October 1, 2006.

7. As of the date of this filing, options to purchase 11,875 shares are vested.

8. This option grant reflects an amended option grant where "old" options were cancelled and "new" options were issued as replacement options. The option was originally granted on May 24, 2004 with three-sixtieths (3/60) of the options vesting on the grant date and the remaining options vested in 57 equal monthly increments commencing on June 1, 2004.

9. As of the date of this filing, these options are fully vested.

10. This option grant reflects an amended option grant where "old" options were cancelled and "new" options were issued as replacement options. The option was originally granted on September 27, 2004 with three-sixtieths (3/60) of the options vesting on the grant date and the remaining options vested in 57 equal monthly increments commencing on June 1, 2004.

11. As of the date of this filing, these options are fully vested.

12. Two-sixtieths (2/60) of the options were vested and exercisable on the grant date. The remaining options vested in 58 equal monthly increments commencing on May 1, 2007.

13. As of the date of this filing, options to purchase 6,750 shares are vested.

14. Eight-sixtieths (8/60) of the options were vested and exercisable on the grant date. The remaining options vested in 52 equal monthly increments commencing on November 1, 2007.

15. As of the date of this filing, options to purchase 6,750 shares are vested.

16. Two-sixtieths (2/60) of the options were vested and exercisable on the grant date. The remaining options vested in 58 equal monthly increments commencing on May 1, 2008.

17. As of the date of this filing, options to purchase 8,250 shares are vested.

18. Eight-sixtieths (8/60) of the options were vested and exercisable on the grant date. The remaining options vested in 52 equal monthly increments commencing on November 1, 2008.

19. As of the date of this filing, options to purchase 13,750 shares are vested.

20. Three-sixtieths (3/60) of the options were vested and exercisable on the grant date. The remaining options vested in 57 equal monthly increments commencing on June 1, 2009.

21. As of the date of this filing, options to purchase 4,200 shares are vested.

22. Eight-sixtieths (8/60) of the options were vested and exercisable on the grant date. The remaining options vested in 52 equal monthly increments commencing on November 1, 2009.

23. As of the date of this filing, options to purchase 4,200 shares are vested.

24. Two-sixtieths (2/60) of the options were vested and exercisable on the grant date. The remaining options vested in 58 equal monthly increments commencing on May 1, 2010.

25. As of the date of this filing, options to purchase 4,050 shares are vested.

Remarks:

	Stephen H. Faberman, Attorney-In-Fact	11/22/2010
	** 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.
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.

POWER OF ATTORNEY



Know all by these presents, that the undersigned hereby constitutes and appoints each of James D. Freedman, Senior Vice President and General Counsel of Progress Software Corporation (the "Company") and James W. Romeo, Associate General Counsel of the Company, signing singly, with full power of substitution, 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 20th, day of December, 2007.



                                                                                                 /s/ John P. Goodson

________________________

Signature



                                                                                                 John P. Goodson

________________________

Print Name