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* Ortiz Jennifer (Last) (First) (Middle) C/O PROGRESS SOFTWARE CORPORATION 14 OAK PARK DRIVE (Street) BEDFORD MA 01730 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/05/2021	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) EVP, Corporate Marketing	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	3,735	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options (Right to buy)	(1)	02/16/2024	Common Stock	3,776	29.25	D
Employee Stock Options (Right to buy)	(2)	01/11/2025	Common Stock	2,844	50.69	D
Employee Stock Options (Right to buy)	(3)	01/21/2026	Common Stock	4,808	34.73	D
Restricted Stock Units	(4)	(4)	Common Stock	168	(5)	D
Restricted Stock Units	(6)	(6)	Common Stock	608	(5)	D
Restricted Stock Units	(7)	(7)	Common Stock	796	(5)	D
Employee Stock Options (Right to buy)	(8)	01/20/2027	Common Stock	7,069	47.16	D
Restricted Stock Units	(9)	(9)	Common Stock	2,446	(5)	D
Employee Stock Options (Right to buy)	(10)	01/18/2028	Common Stock	13,514	42.61	D

Explanation of Responses:

1. On February 17, 2017, the Reporting Person was granted 3,776 Employee Stock Options pursuant to Progress Software Corporation (the "Company's") 2008 Stock Option and Incentive Plan. The stock options vested in eight equal semiannual installments beginning October 1, 2017, subject to the continued employment of the Reporting Person with the Company. All options are vested and exercisable.

2. On January 12, 2018, the Reporting Person was granted 2,844 Employee Stock Options pursuant to the Company's 2008 Stock Option and Incentive Plan. 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. 2,489 options are vested and exercisable.

3. On January 22, 2019, the Reporting Person was granted 4,808 Employee Stock Options pursuant to the Company's 2008 Stock Option and Incentive Plan. The stock options vest in eight equal semiannual installments beginning October 1, 2019, subject to the continued employment of the Reporting Person with the Company. 3,005 options are vested and exercisable.

4. On January 22, 2019, the Reporting Person was granted 1,008 restricted stock units pursuant to the Company's 2008 Stock Option and Incentive Plan. The restricted stock units vest in six equal semiannual installments beginning October 1, 2019, subject to the continued employment of the Reporting Person with the Company.

5. Restricted stock units convert into common stock on a one-for-one basis.

6. On July 1, 2019, the Reporting Person was granted 1,820 restricted stock units pursuant to the Company's 2008 Stock Option and Incentive Plan. The restricted stock units vest in six equal semiannual installments beginning April 1, 2020, subject to the continued employment of the Reporting Person with the Company.

7. On January 21, 2020, the Reporting Person was granted 1,591 restricted stock units pursuant to the Company's 2008 Stock Option and Incentive Plan. The restricted stock units vest in six equal semiannual installments beginning October 1, 2020, subject to the continued employment of the Reporting Person with the Company.

8. On January 21, 2020, the Reporting Person was granted 7,069 Employee Stock Options pursuant to the Company's 2008 Stock Option and Incentive Plan. The stock options vest in eight equal semiannual installments beginning October 1, 2020, subject to the continued employment of the Reporting Person with the Company. 2,652 options are vested and exercisable.

9. On January 19, 2021, the Reporting Person was granted 2,935 restricted stock units pursuant to the Company's 2008 Stock Option and Incentive Plan. The restricted stock units vest in six equal semiannual installments beginning October 1, 2021, subject to the continued employment of the Reporting Person with the Company.

10. On January 19, 2021, the Reporting Person was granted 13,514 Employee Stock Options pursuant to the Company's 2008 Stock Option and Incentive Plan. The stock options vest in eight equal semiannual installments beginning October 1, 2021, subject to the continued employment of the Reporting Person with the Company. 1,690 options are vested and exercisable.

Remarks:

	Stephen H. Faberman, Attorney-in-Fact	10/14/2021
	** 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).
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