Yogesh K. Gupta - Apr 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
Apr 1, 2024
Transactions value $
-$3,137,591
Form type
4
Date filed
4/3/2024, 04:24 PM
Previous filing
Feb 2, 2024
Next filing
Aug 2, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PRGS Common Stock Options Exercise $0 +5.28K +2.83% $0.00 192K Apr 1, 2024 Direct F1
transaction PRGS Common Stock Tax liability -$135K -2.55K -1.33% $52.97 189K Apr 1, 2024 Direct F2
transaction PRGS Common Stock Options Exercise $0 +6.18K +3.27% $0.00 195K Apr 1, 2024 Direct F1
transaction PRGS Common Stock Tax liability -$158K -2.99K -1.53% $52.97 192K Apr 1, 2024 Direct F3
transaction PRGS Common Stock Options Exercise $0 +6.81K +3.54% $0.00 199K Apr 1, 2024 Direct F1
transaction PRGS Common Stock Tax liability -$174K -3.29K -1.65% $52.97 196K Apr 1, 2024 Direct F4
transaction PRGS Common Stock Sale -$2.48M -47.2K -24.09% $52.48 149K Apr 1, 2024 Direct F5, F6
transaction PRGS Common Stock Sale -$192K -3.6K -2.42% $53.36 145K Apr 1, 2024 Direct F5, F7

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 -5.28K -100% $0.00* 0 Apr 1, 2024 Common Stock 5.28K Direct F1, F8
transaction PRGS Restricted Stock Units Options Exercise $0 -6.18K -33.33% $0.00 12.4K Apr 1, 2024 Common Stock 6.18K Direct F1, F9
transaction PRGS Restricted Stock Units Options Exercise $0 -6.81K -20% $0.00 27.2K Apr 1, 2024 Common Stock 6.81K Direct F1, F10
* 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 Restricted stock units convert into common stock on a one-for-one basis.
F2 Represents shares of common stock withheld by Progress Software Corporation (the "Company") to pay the tax withholding obligations of the Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 19, 2021.
F3 Represents shares of common stock withheld by the Company to pay the tax withholding obligations of the Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 20, 2022.
F4 Represents shares of common stock withheld by the Company to pay the tax withholding obligations of the Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 19, 2023.
F5 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.
F6 This transaction was executed in multiple trades at prices ranging from $52.14 to $53.10 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.
F7 This transaction was executed in multiple trades at prices ranging from $53.19 to $53.70 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.
F8 On January 19, 2021, the Reporting Person was granted 31,691 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.
F9 On January 20, 2022, the Reporting Person was granted 37,087 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, 2022, subject to the continued employment of the Reporting Person with the Company.
F10 On January 19, 2023, the Reporting Person was granted 40,849 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, 2023, subject to the continued employment of the Reporting Person with the Company.