ANTHONY FOLGER - 01 Feb 2023 Form 4 Insider Report for PROGRESS SOFTWARE CORP /MA (PRGS)

Role: Chief Financial Officer
Signature: YuFan Stephanie Wang, Attorney-in-Fact
Issuer symbol: PRGS
Transactions as of: 01 Feb 2023
Net transactions value: -$1,246,333
Form type: 4
Filing time: 03 Feb 2023, 15:50:45 UTC
Previous filing: 23 Jan 2023
Next filing: 04 Apr 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PRGS	Common Stock	Options Exercise	$0	+40,456	+879%	$0.000000	45,059	01 Feb 2023	Direct	F1, F2
transaction	PRGS	Common Stock	Tax liability	$967,845	-17,943	-40%	$53.94	27,116	01 Feb 2023	Direct	F3
transaction	PRGS	Common Stock	Sale	$278,488	-5,000	-18%	$55.70	22,116	02 Feb 2023	Direct	F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PRGS	Restricted Stock Units	Options Exercise	$0	-40,456	-100%	$0.000000^*	0	01 Feb 2023	Common Stock	40,456		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On March 30, 2020, the Reporting Person was granted 25,405 performance-based restricted stock units pursuant to Progress Software Corporation's (the "Company's") 2008 Stock Option and Incentive Plan and 2019 Long Term Incentive Plan. Based on the Company meeting relative total shareholder return and cumulative operating income criteria over the three-year period ending November 30, 2022, the amount shown is the amount of performance-based restricted stock units that vested under the 2019 Long Term Incentive Plan on February 1, 2023.
F2	Restricted stock units convert into common stock on a one-for-one basis.
F3	Represents shares of common stock withheld by the Company to pay the tax withholding obligations of the Reporting Person upon the vesting of performance-based restricted stock units granted to the Reporting Person on March 30, 2020.
F4	The trading activity reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 11, 2022.
F5	This transaction was executed in multiple trades at prices ranging from $55.000 to $56.090 per share. The price reported represents the weighted average sale price of these trades. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.