Edgar Filing: PROGRESS SOFTWARE CORP /MA

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 ^*

REIDY RICHARD

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
__X__ Officer (give title below)	_____ Other (specify below)
President, DataDirect Tech.

(Last)

(First)

(Middle)

14 OAK PARK

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2006

(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								1,070	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 10.4688

12/22/2006

D⁽¹⁾

8,413

⁽¹⁾

05/17/2009

Common Stock

8,413

⁽¹⁾

Stock Option (right to buy)

$ 13.8788

12/22/2006

A⁽¹⁾

8,413

⁽¹⁾

05/17/2009

Common Stock

8,413

⁽¹⁾

8,413

Stock Option (right to buy)

$ 19.25

12/22/2006

D⁽²⁾

25,000

⁽²⁾

02/18/2010

Common Stock

25,000

⁽²⁾

Stock Option (right to buy)

$ 23

12/22/2006

A⁽²⁾⁽³⁾

833

⁽²⁾⁽³⁾

02/18/2010

Common Stock

833

⁽²⁾ ⁽³⁾

833

Stock Option (right to buy)

$ 19.25

12/22/2006

A⁽²⁾⁽⁴⁾

24,167

⁽²⁾⁽⁴⁾

02/18/2010

Common Stock

24,167

⁽²⁾ ⁽⁴⁾

24,167

Stock Option (right to buy)

$ 12.8125

12/22/2006

D⁽⁵⁾

50,000

⁽⁵⁾

04/02/2011

Common Stock

50,000

⁽⁵⁾

Stock Option (right to buy)

$ 14.3025

12/22/2006

A⁽³⁾⁽⁵⁾

11,667

⁽³⁾⁽⁵⁾

04/02/2011

Common Stock

11,667

⁽³⁾ ⁽⁵⁾

11,667

Stock Option (right to buy)

$ 12.8125

12/22/2006

A⁽⁴⁾⁽⁵⁾

38,333

⁽⁴⁾⁽⁵⁾

04/02/2011

Common Stock

38,333

⁽⁴⁾ ⁽⁵⁾

38,333

Stock Option (right to buy)

$ 13.084

12/22/2006

D⁽⁶⁾

50,000

⁽⁶⁾

10/09/2011

Common Stock

50,000

⁽⁶⁾

Stock Option (right to buy)

$ 17.424

12/22/2006

A⁽³⁾⁽⁶⁾

11,667

⁽³⁾⁽⁶⁾

10/09/2011

Common Stock

11,667

⁽³⁾ ⁽⁶⁾

11,667

Stock Option (right to buy)

$ 13.084

12/22/2006

A⁽⁴⁾⁽⁶⁾

38,333

⁽⁴⁾⁽⁶⁾

10/09/2011

Common Stock

38,333

⁽⁴⁾ ⁽⁶⁾

38,333

Stock Option (right to buy)

$ 13.24

12/22/2006

D⁽⁷⁾

100,000

⁽⁷⁾

08/01/2012

Common Stock

100,000

⁽⁷⁾

Stock Option (right to buy)

$ 13.5

12/22/2006

A⁽³⁾⁽⁷⁾

43,333

⁽³⁾⁽⁷⁾

08/01/2012

Common Stock

43,333

⁽³⁾ ⁽⁷⁾

43,333

Stock Option (right to buy)

$ 13.24

12/22/2006

A⁽⁴⁾⁽⁷⁾

56,667

⁽⁴⁾⁽⁷⁾

08/01/2012

Common Stock

56,667

⁽⁴⁾ ⁽⁷⁾

56,667

Stock Option (right to buy)

$ 15.07

12/22/2006

D⁽⁸⁾

50,000

⁽⁸⁾

02/23/2013

Common Stock

50,000

⁽⁸⁾

Stock Option (right to buy)

$ 16.99

12/22/2006

A⁽³⁾⁽⁸⁾

31,667

⁽³⁾⁽⁸⁾

02/23/2013

Common Stock

31,667

⁽³⁾ ⁽⁸⁾

31,667

Stock Option (right to buy)

$ 15.07

12/22/2006

A⁽⁴⁾⁽⁸⁾

18,333

⁽⁴⁾⁽⁸⁾

02/23/2013

Common Stock

18,333

⁽⁴⁾ ⁽⁸⁾

18,333

Stock Option (right to buy)

$ 18.15

12/22/2006

D⁽⁹⁾

35,000

⁽⁹⁾

05/23/2014

Common Stock

35,000

⁽⁹⁾

Stock Option (right to buy)

$ 18.75

12/22/2006

A⁽³⁾⁽⁹⁾

29,167

⁽³⁾⁽⁹⁾

05/23/2014

Common Stock

29,167

⁽³⁾ ⁽⁹⁾

29,167

Stock Option (right to buy)

$ 18.15

12/22/2006

A⁽⁴⁾⁽⁹⁾

5,833

⁽⁴⁾⁽⁹⁾

05/23/2014

Common Stock

5,833

⁽⁴⁾ ⁽⁹⁾

5,833

Stock Option (right to buy)

$ 19.25

12/22/2006

D⁽¹⁰⁾

35,000

⁽¹⁰⁾

09/26/2014

Common Stock

35,000

⁽¹⁰⁾

Stock Option (right to buy)

$ 21.45

12/22/2006

A⁽³⁾⁽¹⁰⁾

29,166

⁽³⁾⁽¹⁰⁾

09/26/2014

Common Stock

29,166

⁽³⁾ ⁽¹⁰⁾

29,166

Stock Option (right to buy)

$ 19.25

12/22/2006

A⁽⁴⁾⁽¹⁰⁾

5,834

⁽⁴⁾⁽¹⁰⁾

09/26/2014

Common Stock

5,834

⁽⁴⁾ ⁽¹⁰⁾

5,834

Stock Option (right to buy)

$ 12.8125

⁽¹¹⁾

02/10/2009

Common Stock

23,546

Stock Option (right to buy)

$ 12.8125

⁽¹²⁾

02/10/2009

Common Stock

2,875

Stock Option (right to buy)

$ 21.86

⁽¹³⁾

11/10/2013

Common Stock

50,000

Stock Option (right to buy)

$ 30.81

⁽¹⁴⁾

11/14/2012

Common Stock

29,000

Stock Option (right to buy)

$ 30.81

⁽¹⁵⁾

11/14/2012

Common Stock

11,000

Stock Option (right to buy)

$ 23.07

⁽¹⁶⁾

05/21/2013

Common Stock

20,000

Stock Option (right to buy)

$ 25.01

⁽¹⁶⁾

09/19/2013

Common Stock

20,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
REIDY RICHARD 14 OAK PARK BEDFORD, MA 01730			President, DataDirect Tech.

Signatures

/s/ James D. Freedman, Attorney-in-fact		12/27/2006
^**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)	These two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the deemed grant of a replacement option. The option was originally granted on May 17, 1999 and vested as to 1,100 shares on January 17, 1999, vests in equal monthly increments from December 1, 1999 to March 1, 2009 and vests as to 292 shares on April 1, 2009.
(2)	These three reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the deemed grant of two replacement options. The option was originally granted on February 18, 2000 and vested in 60 equal monthly increments of 416.7 shares commencing on March 1, 2000.
(3)	Represents the unexercised portion vesting after December 31, 2004.
(4)	Represents the unexercised portion vested on or before December 31, 2004.
(5)	These three reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the deemed grant of two replacement options. The option was originally granted on April 3, 2001 and vested in 60 equal monthly increments of 833.3 shares commencing on March 1, 2001.
(6)	These three reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the deemed grant of two replacement options. The option was originally granted on October 10, 2001 and vested in 60 equal monthly increments of 833.3 shares commencing on March 1, 2001.
(7)	These three reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the deemed grant of two replacement options. The option was originally granted on August 2, 2002 and vests in 60 equal monthly increments of 1,666.7 shares commencing on March 1, 2002.
(8)	These three reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the deemed grant of two replacement options. The option was originally granted on February 24, 2003 and vests in 60 equal monthly increments of 833.3 shares commencing on March 1, 2003.
(9)	These three reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the deemed grant of two replacement options. The option was originally granted on May 24, 2004 and vests in 60 equal monthly increments of 583.3 shares commencing on March 1, 2004.
(10)	These three reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the deemed grant of two replacement options. The option was originally granted on September 27, 2004 and vests in 60 equal monthly increments of 583.3 shares commencing on March 1, 2004.
(11)	The option vested in 60 equal monthly increments of 1,333.3 shares commencing on March 1, 1999.
(12)	The option vested as to 600 shares on November 17, 1999, vests in equal monthly increments from December 1, 1999 to December 1, 2008 and vests as to 206 shares on January 1, 2009.
(13)	The option vests in 60 equal monthly increments of 833.3 shares commencing on March 1, 2003.
(14)	The option vests in 60 equal monthly increments of 483.3 shares commencing on March 1, 2005.
(15)	The option vests in 60 equal monthly increments of 183.3 shares commencing on March 1, 2005.
(16)	The option vests in 60 equal monthly increments of 333.3 shares commencing on March 1, 2006.

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