SEC Form 4 · accession 0001227485-16-000008
PROGRESS SOFTWARE CORP /MA · PRGS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Philip M Pead
Officer — President and CEO · Director
Period of report
Apr 1, 2016
Accepted (ET)
Apr 5, 2016 · 8:39 pm EDT
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 | Apr 1, 2016 | M | 50,000 | — | A | 399,940 | D | |
| Common StockF2 | Apr 1, 2016 | F | 15,896 | $24.66 | D | 384,044 | D | |
| Common StockF1 | Apr 1, 2016 | M | 12,240 | — | A | 396,284 | D | |
| Common StockF3 | Apr 1, 2016 | F | 5,343 | $24.66 | D | 390,941 | D | |
| Common StockF1 | Apr 1, 2016 | M | 39,332 | — | A | 430,273 | D | |
| Common StockF4 | Apr 1, 2016 | F | 17,169 | $24.66 | D | 413,104 | D | |
| Common StockF1 | Apr 1, 2016 | M | 7,323 | — | A | 420,427 | D | |
| Common StockF5 | Apr 1, 2016 | F | 3,197 | $24.66 | D | 417,230 | D | |
| Common StockF1 | Apr 1, 2016 | M | 2,906 | — | A | 420,136 | D | |
| Common StockF6 | Apr 1, 2016 | F | 1,269 | $24.66 | D | 418,867 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F7 | — | Apr 1, 2016 | M | 50,000 | D | — | — | Common Stock | 50,000 | 0 | D |
| Restricted Stock UnitsF1,F8 | — | Apr 1, 2016 | M | 12,240 | D | — | — | Common Stock | 12,240 | 24,480 | D |
| Restricted Stock UnitsF1,F9 | — | Apr 1, 2016 | M | 39,332 | D | — | — | Common Stock | 39,332 | 0 | D |
| Restricted Stock UnitsF1,F10 | — | Apr 1, 2016 | M | 21,967 | A | — | — | Common Stock | 21,967 | 21,967 | D |
| Restricted Stock UnitsF1,F10 | — | Apr 1, 2016 | M | 7,323 | D | — | — | Common Stock | 7,323 | 14,644 | D |
| Restricted Stock UnitsF1,F11 | — | Apr 1, 2016 | M | 2,906 | D | — | — | Common Stock | 2,906 | 11,624 | D |
Explanation of responses
- F1Restricted stock units convert into common stock on a one-for-one basis.
- F10Represents performance-based restricted stock units acquired by the Reporting Person based on Issuer performance in FY15. Each restricted stock unit vests in six equal semi-annual installments beginning on April 1, 2016, subject to the continued employment of the Reporting Person with Issuer.
- F11On March 2, 2015, the Reporting Person was granted 17,436 restricted stock units, vesting in six equal semi-annual installments beginning on October 1, 2015, subject to the continued employment of the Reporting Person with Issuer.
- F2Represents shares of common stock withheld by Issuer to pay tax withholding obligations of the Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 22, 2013.
- F3Represents shares of common stock withheld by Issuer to pay tax withholding obligations of the Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 13, 2014.
- F4Represents shares of common stock withheld by Issuer to pay tax withholding obligations of the Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 7, 2014.
- F5Represents shares of common stock withheld by Issuer to pay tax withholding obligations of the Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on March 2, 2015.
- F6Represents shares of common stock withheld by Issuer to pay tax withholding obligations of the Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on March 2, 2015.
- F7On January 22, 2013, the Reporting Person was granted 300,000 restricted stock units, vesting in six equal semi-annual installments beginning on October 1, 2013, subject to the continued employment of the Reporting Person with Issuer.
- F8On January 13, 2014, the Reporting Person was granted 73,437 restricted stock units, vesting in six equal semi-annual installments beginning on October 1, 2014, subject to the continued employment of the Reporting Person with Issuer.
- F9On January 7, 2014, the Reporting Person was granted 236,000 restricted stock units, vesting in five installments, with one-third vesting on April 1, 2014 and the remaining restricted stock units vesting in four equal semi-annual installments, subject to the continued employment of the Reporting Person with Issuer.