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Form 5 PROGRESS SOFTWARE CORP For: Nov 30 Filed by: Benedict Michael

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January 9, 2017 4:17 PM EST
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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hours per response: 1.0
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Form 3 Holdings Reported.
  
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person *
Benedict Michael
(Last) (First) (Middle)
C/O PROGRESS SOFTWARE CORPORATION
14 OAK PARK DRIVE
(Street)
BEDFORD MA 01730
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PROGRESS SOFTWARE CORP /MA [ PRGS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former Chief Product Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/30/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 11/11/2016   A 1,050 A $ 28.36 40,992 D  
Common Stock 11/11/2016   F 348 (1) D $ 28.36 40,644 D  
Common Stock 11/11/2016   A 1,810 A $ 28.36 42,454 D  
Common Stock 11/11/2016   F 600 (2) D $ 28.36 41,854 D  
Common Stock 11/11/2016   A 2,279 A $ 28.36 44,133 D  
Common Stock 11/11/2016   F 756 (2) D $ 28.36 43,377 D  
Common Stock 11/11/2016   A 1,016 A $ 28.36 44,393 D  
Common Stock 11/11/2016   F 338 (3) D $ 28.36 44,055 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (4) 11/11/2016   M (5)   1,050   (6)   (6) Common Stock 1,050.00 $ 0 0 (7) D  
Restricted Stock Units (4) 11/11/2016   D   21,822   (8)   (8) Common Stock 21,822.00 $ 0 0 (9) D  
Restricted Stock Units (4) 11/11/2016   M (5)   1,810   (10)   (10) Common Stock 1,810.00 $ 0 0 (11) D  
Restricted Stock Units (4) 11/11/2016   M (5)   2,279   (12)   (12) Common Stock 2,279.00 $ 0 0 (13) D  
Restricted Stock Units (4) 11/11/2016   D   20,939   (14)   (14) Common Stock 20,939.00 $ 0 0 (9) D  
Restricted Stock Units (4) 11/11/2016   M (5)   1,016   (15)   (15) Common Stock 1,016.00 $ 0 0 (16) D  
Restricted Stock Units (4) 11/11/2016   D   23,638   (17)   (17) Common Stock 23,638.00 $ 0 0 (9) D  
Explanation of Responses:
1. Represents 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.
2. Represents 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.
3. Represents 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.
4. Restricted stock units convert into common stock on a one-for-one basis.
5. Reflects 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.
6. On 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.
7. As of the date of this filing, 5,245 restricted stock units have vested or been released.
8. On 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.
9. As 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.
10. On 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.
11. As 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.
12. On 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.
13. As 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.
14. On 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.
15. On 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.
16. As 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.
17. On 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.
Stephen H. Faberman, Attorney-In-Fact 01/09/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY



Know all by these presents, that the undersigned hereby constitutes and
appoints Stephen H. Faberman, Senior Vice President and General Counsel
of Progress Software Corporation (the "Company") and Shana L. York,
Counsel of the Company, signing singly, the undersigned's true and lawful
attorney-in-fact to:

1.execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director and/or 10% shareholder of the Company,
Form 144 Notice of Proposed Sale of Securities pursuant to Rule 144
under the Securities Act of 1933;

2.execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director and/or 10% shareholder of the Company,
Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder;

3.do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Forms 144, 3, 4 or 5 and timely file such forms with the United States
Securities and Exchange Commission and any stock exchange or similar
authority; and

4.take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interests of, or legally required by the undersigned, it
being understood that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney-
in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and
powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or
revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact,
in serving in such capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Rule 144 under the Securities Act of 1933,
as amended and Section 16 of the Securities
Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 144, 3, 4 and 5 with respect
to the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed this 15th day of September, 2014.



/Michael Benedict/
Signature


Michael Benedict
Print Name

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