SEC Form 4 · accession 0001140361-17-000994
PROGRESS SOFTWARE CORP /MA · PRGS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jan 4, 2017
Accepted (ET)
Jan 6, 2017 · 4:41 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000876167
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jan 4, 2017 | S | 850,000 | $30.81 | D | 4,957,017 | I | See Footnotes |
| Common StockF1,F2,F3 | Jan 6, 2017 | J | 5,257 | — | D | 4,957,017 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On January 4, 2017, Praesidium Investment Management Company, LLC ("Praesidium") in a single transaction sold to an unaffiliated third party 850,000 shares of common stock of Progress Software Corporation (the "Issuer") on behalf of certain third party accounts it manages (the "Managed Accounts") and certain investment fund vehicles (the "Investment Fund Vehicles") for which Praesidium serves as investment manager. In addition, on January 6, 2017, 5,257 shares of common stock of the Issuer were transferred from an Investment Fund Vehicle in a pro rata distribution for no consideration and placed in an existing Managed Account. The performance-based compensation arrangements for the reporting persons for the Investment Fund Vehicle from which the shares were transferred were the same as those for the Managed Account into which the shares were placed and the transfer and placement did not result in a change in pecuniary interest for the reporting persons.
- F2Praesidium may be deemed to beneficially own 4,677,066 shares of common stock of the Issuer held in the Managed Accounts (the "Managed Account Shares") and 279,951 shares of common stock of the Issuer held in the accounts of the Investment Fund Vehicles (the "Investment Fund Vehicle Shares") because Praesidium may be deemed to exercise investment power over such shares. Kevin Oram and Peter Uddo may be deemed to beneficially own the Managed Account Shares and the Investment Fund Vehicle Shares because they may be deemed to control Praesidium as the managing members of Praesidium. Praesidium, Mr. Oram and Mr. Uddo may be deemed to have a pecuniary interest in the Managed Account Shares due to Praesidium's right to receive performance fees subject to certain hurdles and/or benchmarks.
- F3Further, Praesidium, Mr. Oram and Mr. Uddo may be deemed to have a pecuniary interest in the Investment Fund Vehicle Shares due to their indirect right to receive a performance fee and/or performance allocation, as applicable, subject to certain hurdles and/or benchmarks. Each of Praesidium, Mr. Oram and Mr. Uddo disclaims beneficial ownership of the reported securities of the Issuer except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that any of Praesidium, Mr. Oram or Mr. Uddo is the beneficial owner of such securities for Section 16 or any other purpose.