SEC Form 5 · accession 0001619688-17-000002
PROGRESS SOFTWARE CORP /MA · PRGS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Benedict
Other
Period of report
Nov 30, 2016
Accepted (ET)
Jan 9, 2017 · 4:15 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 | Nov 11, 2016 | A | 1,050 | $28.36 | A | 40,992 | D | |
| Common StockF1 | Nov 11, 2016 | F | 348 | $28.36 | D | 40,644 | D | |
| Common Stock | Nov 11, 2016 | A | 1,810 | $28.36 | A | 42,454 | D | |
| Common StockF2 | Nov 11, 2016 | F | 600 | $28.36 | D | 41,854 | D | |
| Common Stock | Nov 11, 2016 | A | 2,279 | $28.36 | A | 44,133 | D | |
| Common StockF2 | Nov 11, 2016 | F | 756 | $28.36 | D | 43,377 | D | |
| Common Stock | Nov 11, 2016 | A | 1,016 | $28.36 | A | 44,393 | D | |
| Common StockF3 | Nov 11, 2016 | F | 338 | $28.36 | D | 44,055 | 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 | — | Nov 11, 2016 | M | 1,050 | D | — | — | Common Stock | 1,050 | 0 | D |
| Restricted Stock UnitsF9,F4,F8 | — | Nov 11, 2016 | D | 21,822 | D | — | — | Common Stock | 21,822 | 0 | D |
| Restricted Stock UnitsF11,F4,F10 | — | Nov 11, 2016 | M | 1,810 | D | — | — | Common Stock | 1,810 | 0 | D |
| Restricted Stock UnitsF13,F4,F12 | — | Nov 11, 2016 | M | 2,279 | D | — | — | Common Stock | 2,279 | 0 | D |
| Restricted Stock UnitsF9,F4,F14 | — | Nov 11, 2016 | D | 20,939 | D | — | — | Common Stock | 20,939 | 0 | D |
| Restricted Stock UnitsF16,F4,F15 | — | Nov 11, 2016 | M | 1,016 | D | — | — | Common Stock | 1,016 | 0 | D |
| Restricted Stock UnitsF9,F4,F17 | — | Nov 11, 2016 | D | 23,638 | D | — | — | Common Stock | 23,638 | 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 January 13, 2014.
- F10On January 29, 2015, the Reporting Person was granted 5,429 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.
- F11As of the date of this filing, 2,714 restricted stock units have vested or been released, and because Reporting Person left the employment of Issuer as Chief Product Officer effective November 11, 2016, the unvested remaining restricted stock units were cancelled.
- F12On January 29, 2015, the Reporting Person was granted 8,143 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 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.
- F13As of the date of this filing, 4,071 performance-based restricted stock units have vested or been released, and because Reporting Person left the employment of Issuer as Chief Product Officer effective November 11, 2016, the unvested remaining performance-based restricted stock units were cancelled.
- F14On January 29, 2015, the Reporting Person was granted 20,939 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.
- F15On January 18, 2016, the Reporting Person was granted 3,050 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.
- F16As of the date of this filing, 508 restricted stock units have vested or been released, and because Reporting Person left the employment of Issuer as Chief Product Officer effective November 11, 2016, the unvested remaining restricted stock units were cancelled.
- F17On January 18, 2016, the Reporting Person was granted 23,638 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.
- 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 January 13, 2014, the Reporting Person was granted 6,295 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.
- F7As of the date of this filing, 5,245 restricted stock units have vested or been released.
- F8On January 13, 2014, the Reporting Person was granted 21,822 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.
- 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 Product Officer effective November 11, 2016, the unvested performance-based restricted stock units were cancelled.