Edgar Filing: Goodson John

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â Goodson John

2. Date of Event Requiring Statement (Month/Day/Year)
11/15/2010

3. Issuer Name and Ticker or Trading Symbol
PROGRESS SOFTWARE CORP /MA [PRGS]

(Last)

(First)

(Middle)

14 OAK PARK DRIVE

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP & Interim Chief Prod Off

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

BEDFORD,Â MAÂ 01730

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	12,244 ⁽¹⁾ ⁽²⁾	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option	11/01/2005	11/14/2012	Common Stock	20,000 ⁽³⁾	$ 30.81	D	Â
Employee Stock Option	05/01/2006⁽⁴⁾	05/21/2013	Common Stock	12,500 ⁽⁵⁾	$ 23.07	D	Â
Employee Stock Option	09/01/2006⁽⁶⁾	09/19/2013	Common Stock	12,500 ⁽⁷⁾	$ 25.01	D	Â
Employee Stock Option	05/01/2004⁽⁸⁾	05/23/2014	Common Stock	14,333 ⁽⁹⁾	$ 18.75	D	Â
Employee Stock Option	05/01/2004⁽¹⁰⁾	09/26/2014	Common Stock	14,667 ⁽¹¹⁾	$ 21.45	D	Â
Employee Stock Option	04/01/2007⁽¹²⁾	04/25/2014	Common Stock	9,000 ⁽¹³⁾	$ 31.18	D	Â
Employee Stock Option	10/01/2007⁽¹⁴⁾	10/15/2014	Common Stock	9,000 ⁽¹⁵⁾	$ 32.25	D	Â
Employee Stock Option	04/01/2008⁽¹⁶⁾	04/23/2015	Common Stock	15,000 ⁽¹⁷⁾	$ 29.94	D	Â
Employee Stock Option	10/01/2008⁽¹⁸⁾	10/15/2015	Common Stock	25,000 ⁽¹⁹⁾	$ 19.51	D	Â
Employee Stock Option	05/01/2009⁽²⁰⁾	05/11/2016	Common Stock	12,000 ⁽²¹⁾	$ 22.01	D	Â
Employee Stock Option	10/01/2009⁽²²⁾	10/15/2016	Common Stock	12,000 ⁽²³⁾	$ 23.9	D	Â
Employee Stock Option	04/01/2010⁽²⁴⁾	04/26/2017	Common Stock	27,000 ⁽²⁵⁾	$ 31.98	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Goodson John 14 OAK PARK DRIVE BEDFORD,Â MAÂ 01730	Â	Â	Â SVP & Interim Chief Prod Off	Â

Signatures

Stephen H. Faberman, Attorney-In-Fact		11/22/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	6,400 of these shares represent restricted stock units acquired by the reporting person on May 12, 2009 pursuant to the Issuer's 2008 Stock Option and Incentive Plan. 7,200 of these shares represent restricted stock units acquired by the reporting person on April 27, 2010 pursuant to the Issuer's 2008 Stock Option and Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of common stock. These restricted stock units vest in six equal semiannual installments commencing on October 1, 2009 and October 1, 2010, respectively, subject to the continued employment of the reporting person with Issuer. As of the date of this filing, 4,399 of these restricted stock units have vested, 1,428 shares of which have been withheld by Issuer to pay tax withholding obligations of reporting person upon the vesting of these restricted stock units, leaving 2,971 of these shares vested and currently held by reporting person.
(2)	Also includes 72 shares acquired through the Issuer's Employee Stock Purchase Plan on September 30, 2010.
(3)	As of the date of this filing, options to purchase 20,000 shares are vested.
(4)	Three-sixtieths (3/60) of the options were vested and exercisable on the grant date. The remaining options vested in 57 equal monthly increments commencing on June 1, 2006.
(5)	As of the date of this filing, options to purchase 11,875 shares are vested.
(6)	Seven-sixtieths (7/60) of the options were vested and exercisable on the grant date. The remaining options vested in 53 equal monthly increments commencing on October 1, 2006.
(7)	As of the date of this filing, options to purchase 11,875 shares are vested.
(8)	This option grant reflects an amended option grant where "old" options were cancelled and "new" options were issued as replacement options. The option was originally granted on May 24, 2004 with three-sixtieths (3/60) of the options vesting on the grant date and the remaining options vested in 57 equal monthly increments commencing on June 1, 2004.
(9)	As of the date of this filing, these options are fully vested.
(10)	This option grant reflects an amended option grant where "old" options were cancelled and "new" options were issued as replacement options. The option was originally granted on September 27, 2004 with three-sixtieths (3/60) of the options vesting on the grant date and the remaining options vested in 57 equal monthly increments commencing on June 1, 2004.
(11)	As of the date of this filing, these options are fully vested.
(12)	Two-sixtieths (2/60) of the options were vested and exercisable on the grant date. The remaining options vested in 58 equal monthly increments commencing on May 1, 2007.
(13)	As of the date of this filing, options to purchase 6,750 shares are vested.
(14)	Eight-sixtieths (8/60) of the options were vested and exercisable on the grant date. The remaining options vested in 52 equal monthly increments commencing on November 1, 2007.
(15)	As of the date of this filing, options to purchase 6,750 shares are vested.
(16)	Two-sixtieths (2/60) of the options were vested and exercisable on the grant date. The remaining options vested in 58 equal monthly increments commencing on May 1, 2008.
(17)	As of the date of this filing, options to purchase 8,250 shares are vested.
(18)	Eight-sixtieths (8/60) of the options were vested and exercisable on the grant date. The remaining options vested in 52 equal monthly increments commencing on November 1, 2008.
(19)	As of the date of this filing, options to purchase 13,750 shares are vested.
(20)	Three-sixtieths (3/60) of the options were vested and exercisable on the grant date. The remaining options vested in 57 equal monthly increments commencing on June 1, 2009.
(21)	As of the date of this filing, options to purchase 4,200 shares are vested.
(22)	Eight-sixtieths (8/60) of the options were vested and exercisable on the grant date. The remaining options vested in 52 equal monthly increments commencing on November 1, 2009.
(23)	As of the date of this filing, options to purchase 4,200 shares are vested.
(24)	Two-sixtieths (2/60) of the options were vested and exercisable on the grant date. The remaining options vested in 58 equal monthly increments commencing on May 1, 2010.
(25)	As of the date of this filing, options to purchase 4,050 shares are vested.

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