Yogesh K. Gupta - Feb 1, 2024 Form 4 Insider Report for PROGRESS SOFTWARE CORP /MA (PRGS)

Role
Chief Executive Officer, Director
Signature
YuFan Stephanie Wang, Attorney-in-Fact
Stock symbol
PRGS
Transactions as of
Feb 1, 2024
Transactions value $
-$5,005,483
Form type
4
Date filed
2/2/2024, 05:30 PM
Previous filing
Jan 22, 2024
Next filing
Apr 3, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PRGS Common Stock Options Exercise $0 +98.4K +55.92% $0.00 274K Feb 1, 2024 Direct F1, F2
transaction PRGS Common Stock Tax liability -$2.72M -47.6K -17.34% $57.14 227K Feb 1, 2024 Direct F3
transaction PRGS Common Stock Sale -$1.82M -32.1K -14.17% $56.78 195K Feb 1, 2024 Direct F4, F5
transaction PRGS Common Stock Sale -$463K -8.05K -4.13% $57.60 187K Feb 1, 2024 Direct F4, F6

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 -98.4K -100% $0.00* 0 Feb 1, 2024 Common Stock 98.4K Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 On January 19, 2021, the Reporting Person was granted 52,817 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, 2023, the amount shown is the amount of performance-based restricted stock units that vested under the 2019 Long Term Incentive Plan on February 1, 2024.
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 19, 2021.
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 August 11, 2023.
F5 This transaction was executed in multiple trades at prices ranging from $56.30 to $57.29 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 This transaction was executed in multiple trades at prices ranging from $57.35 to $57.755 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.