Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
EGAN JOHN R
  2. Issuer Name and Ticker or Trading Symbol
PROGRESS SOFTWARE CORP /MA [PRGS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
14 OAK PARK DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
10/14/2011
(Street)

BEDFORD, MA 01730
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/14/2011   A   8,442 (1) A $ 20.73 8,442 D  

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $ 20.73 10/14/2011   A   27,125 (2)     (3) 10/14/2018 Common Stock 27,125 $ 0 27,125 D  
Stock Option $ 20.73 10/14/2011   A   4,521 (4)     (5) 10/14/2018 Common Stock 4,521 $ 0 4,521 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
EGAN JOHN R
14 OAK PARK DRIVE
BEDFORD, MA 01730
  X      

Signatures

 Stephen H. Faberman, Attorney-In-Fact   10/18/2011
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 7,236 of these shares represent deferred stock units acquired by Reporting Person as an Initial Director Grant upon his appointment to Issuer's Board of Directors. These deferred stock units were issued pursuant to the Company's 2008 Stock Option and Incentive Plan and are payable on a 1 for 1 basis exclusively in common stock when Reporting Person ceases to provide services to the Company as a director. Two forty-eighths (2/48) of the deferred stock units vest on the grant date with the remaining units vesting in forty-six equal monthly increments commencing on November 1, 2011. 1,206 of these shares represent stock options granted to the Reporting Person under the 2008 Stock Option and Incentive Plan and 2011 Fiscal Year Non Employee Director Compensation Plan for services provided as a director for the second half of the 2011 fiscal year.
(2) Shares represent Initial Director Option Grant pursuant to the Company's Directors Compensation Plan.
(3) Two forty-eighths(2/48) of the options vest on the grant date with the remaining options vesting in forty-six equal monthly increments commencing on November 1, 2011.
(4) Represents stock options granted to the Reporting Person under the 2008 Stock Option and Incentive Plan and 2011 Fiscal Year Non Employee Director Compensation Plan for services provided as a director for the second half of the 2011 fiscal year.
(5) The option is exercisable in full on the date of grant.

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