SEC Form 4 · accession 0001617396-17-000004
PROGRESS SOFTWARE CORP /MA · PRGS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jerry Rulli
Officer — Former Chief Operating Officer
Period of report
Mar 3, 2017
Accepted (ET)
Mar 7, 2017 · 5:14 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 Stock | Mar 3, 2017 | A | 6,851 | $28.82 | A | 22,407 | D | |
| Common StockF1 | Mar 3, 2017 | F | 2,209 | $28.82 | D | 20,198 | D | |
| Common Stock | Mar 3, 2017 | A | 5,428 | $28.82 | A | 25,626 | D | |
| Common StockF2 | Mar 3, 2017 | F | 1,762 | $28.82 | D | 23,864 | D | |
| Common Stock | Mar 3, 2017 | A | 5,083 | $28.82 | A | 28,947 | D | |
| Common StockF3 | Mar 3, 2017 | F | 1,650 | $28.82 | D | 27,297 | D | |
| Common Stock | Mar 3, 2017 | A | 2,859 | $28.82 | A | 30,156 | D | |
| Common StockF3 | Mar 3, 2017 | F | 929 | $28.82 | D | 29,227 | 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 UnitsF7,F4,F6 | — | Mar 3, 2017 | M | 6,851 | D | — | — | Common Stock | 6,851 | 0 | D |
| Restricted Stock UnitsF9,F4,F8 | — | Mar 3, 2017 | D | 27,143 | D | — | — | Common Stock | 27,143 | 0 | D |
| Restricted Stock UnitsF11,F4,F10 | — | Mar 3, 2017 | M | 5,083 | D | — | — | Common Stock | 5,083 | 0 | D |
| Restricted Stock UnitsF9,F4,F12 | — | Mar 3, 2017 | D | 30,500 | D | — | — | Common Stock | 30,500 | 0 | D |
| Restricted Stock UnitsF14,F4,F13 | — | Mar 3, 2017 | M | 5,428 | D | — | — | Common Stock | 5,428 | 0 | D |
| Restricted Stock UnitsF16,F4,F15 | — | Mar 3, 2017 | M | 2,859 | D | — | — | Common Stock | 2,859 | 0 | D |
Explanation of responses
- F1Represents shares of common stock withheld by Issuer to pay tax witholding obligation of Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on September 29, 2014.
- F10On January 18, 2016, the Reporting Person was granted 15,250 restricted stock units, vesting in six equal semiannual installments beginning on October 1, 2016, subject to the continued employment of the Reporting Person with Issuer.
- F11As of the date of this filing, 2,541 restricted stock units have vested or been released, and because Reporting Person left the employment of Issuer as Chief Operating Officer effective March 3, 2017, the uvnested remaining restricted stock units were cancelled.
- F12On January 18, 2016, the Reporting Person was granted 30,500 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.
- F13On January 29, 2016, the Reporting Person acquired 16,284 restricted stock units based on Issuer performance in FY15, vesting in five installments, with one-third vested on April 1, 2016 and the remaining restricted stock units vesting in four equal semi-annual installments, subject to the continued employment of the Reporting Person with Issuer.
- F14As of the date of this filing, 8,142 restricted stock units have vested or been released, and because Reporting Person left the employment of Issuer as Chief Operating Officer effective March 3, 2017, the unvested remaining restricted stock units were cancelled.
- F15On January 30, 2017, the Reporting Person acquired 5,718 restricted stock units based on Issuer performance in FY16, vesting in five installments, with one-third vesting on April 1, 2017 and the remaining restricted stock units vesting in four equal semi-annual installments, subject to the continued employment of the Reporting Person with Issuer.
- F16As of the date of this filing, no restricted stock units have vested or been released, and because Reporting Person left the employment of Issuer as Chief Operating Officer effective March 3, 2017, the unvested remaining restricted stock units were cancelled.
- F2Represents shares of common stock withheld by Issuer to pay tax witholding obligation of Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 29, 2015.
- F3Represents shares of common stock withheld by Issuer to pay tax witholding obligation of Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 18, 2016.
- F4Restricted stock units convert into common stock on a one-for-one basis.
- F5Reflects the accelerated vesting of all or a portion of previously granted restricted stock units immediately prior to the termination of employment of the Reporting Person with Issuer.
- F6On September 29, 2014, the Reporting Person was granted 20,551 restricted stock units, vesting in six equal semiannual installments beginning on April 1, 2015, subject to the continued employment of the Reporting Person with Issuer.
- F7As of the date of this filing, 13,700 restricted stock units have vested or been released.
- F8On January 29, 2015, the Reporting Person was granted 27,143 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.
- F9As of the date of this filing, no performance-based restricted stock units have vested or been released, and because Reporting Person left the employment of Issuer as Chief Operating Officer effective March 3, 2017, the unvested remaining performance-based restricted stock units were cancelled.