| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PRGS | Common Stock | Options Exercise | $0 | +65K | +75.3% | $0.00 | 151K | Feb 1, 2023 | Direct | F1, F2 |
| transaction | PRGS | Common Stock | Tax liability | -$1.7M | -31.4K | -20.77% | $53.94 | 120K | Feb 1, 2023 | Direct | F3 |
| transaction | PRGS | Common Stock | Sale | -$493K | -8.97K | -44.84% | $55.00 | 11K | Feb 1, 2023 | By Irrevocable Trust | F4, F5, F6 |
| transaction | PRGS | Common Stock | Sale | -$617K | -11K | -100% | $55.91 | 0 | Feb 2, 2023 | By Irrevocable Trust | F4, F6, F7 |
| 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 | -65K | -100% | $0.00* | 0 | Feb 1, 2023 | Common Stock | 65K | Direct | F1, F2 |
| Id | Content |
|---|---|
| F1 | On January 21, 2020, the Reporting Person was granted 40,819 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 January 21, 2020. |
| F4 | This trade was effected pursuant to a Rule 10b5-1 trading plan adopted on November 15, 2021 by an irrevocable trust for the benefit of the Reporting Person's spouse (who is also trustee of the trust) and children. |
| F5 | This transaction was executed in multiple trades at prices ranging from $55.0000 to $55.0500 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. |
| F6 | These shares are held in a trust for the benefit of the Reporting Person's spouse and children. The Reporting Person's spouse is trustee of the trust. The Reporting Person disclaims beneficial ownership of these securities, and the inclusion of these securities in this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
| F7 | This transaction was executed in multiple trades at prices ranging from $55.0000 to $56.0350 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. |