SEC Form 4 · accession 0001227485-16-000011
PROGRESS SOFTWARE CORP /MA · PRGS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Philip M Pead
Director · Other
Period of report
Oct 14, 2016
Accepted (ET)
Oct 18, 2016 · 5:17 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000876167
Table I — non-derivative securities
No Table I lines on this filing.
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,F2 | — | Oct 14, 2016 | D | 12,240 | D | — | — | Common Stock | 12,240 | 0 | D |
| Restricted Stock UnitsF1,F3 | — | Oct 14, 2016 | D | 54,554 | D | — | — | Common Stock | 54,554 | 0 | D |
| Restricted Stock UnitsF1,F4 | — | Oct 14, 2016 | D | 13,077 | D | — | — | Common Stock | 13,077 | 0 | D |
| Restricted Stock UnitsF1,F5 | — | Oct 14, 2016 | D | 8,718 | D | — | — | Common Stock | 8,718 | 0 | D |
| Restricted Stock UnitsF1,F6 | — | Oct 14, 2016 | D | 47,222 | D | — | — | Common Stock | 47,222 | 0 | D |
| Restricted Stock UnitsF1,F7 | — | Oct 14, 2016 | D | 18,658 | D | — | — | Common Stock | 18,658 | 0 | D |
| Restricted Stock UnitsF1,F8 | — | Oct 14, 2016 | D | 48,508 | D | — | — | Common Stock | 48,508 | 0 | D |
Explanation of responses
- F1Restricted stock units convert into common stock on a one-for-one basis.
- F2On 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. Reporting Person retired as Chief Executive Officer effective October 14, 2016, and the unvested restricted stock units were cancelled.
- F3On January 13, 2014, the Reporting Person was granted 54,554 performance-based restricted stock units that vest based on Issuer's total shareholder return over a three-year period, as will be determined at the first meeting of the Issuer's compensation committee following November 30, 2016. Reporting Person retired as Chief Executive Officer effective October 14, 2016, and the unvested performance-based restricted stock units were cancelled.
- F4On March 2, 2015, the Reporting Person was granted 26,154 performance-based restricted stock units based on Issuer performance in FY15. Upon determination of achievement for FY15, each restricted stock unit vests in five installments, with one-third vesting on April 1, 2016 and the remaining restricted stock units vesting in four equal semi-annual installments beginning, subject to the continued employment of the Reporting Person with Issuer. Reporting Person retired as Chief Executive Officer effective October 14, 2016, and the unvested restricted stock units were cancelled.
- F5On 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. Reporting Person retired as Chief Executive Officer effective October 14, 2016, and the unvested restricted stock units were cancelled.
- F6On March 2, 2015, the Reporting Person was granted 47,222 performance-based restricted stock units that vest based on Issuer's total shareholder return over a three-year period, as will be determined at the first meeting of the Issuer's compensation committee following November 30, 2017. Reporting Person retired as Chief Executive Officer effective October 14, 2016, and the unvested performance-based restricted stock units were cancelled.
- F7On January 19, 2016, the Reporting Person was granted 22,389 restricted stock units, vesting in six equal semi-annual installments beginning on October 1, 2016, subject to the continued employment of the Reporting Person with Issuer. Reporting Person retired as Chief Executive Officer effective October 14, 2016, and the unvested restricted stock units were cancelled.
- F8On January 19, 2016, the Reporting Person was granted 48,508 performance-based restricted stock units that vest based on Issuer's total shareholder return over a three-year period, as will be determined at the first meeting of the Issuer's compensation committee following November 30, 2018. Reporting Person retired as Chief Executive Officer effective October 14, 2016, and the unvested performance-based restricted stock units were cancelled.
Remarks
The Reporting Person retired as the Chief Executive Officer of Issuer on October 10, 2016 and his employment with Issuer terminated effective October 14, 2016. The Reporting Person will remain as a Director of Issuer and subject to Section 16 in connection with his transactions in the equity securities of Issuer.