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 *
  Bhatt Jay
 2. Date of Event Requiring Statement (Month/Day/Year)
12/05/2011		 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)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BEDFORD, MA 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 200,000 (1)
D
 

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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option 06/05/2012(2) 12/04/2018 Common Stock 900,000 (3) $ 21.08 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bhatt Jay
14 OAK PARK DRIVE
BEDFORD, MA 01730		   X     Chief Executive Officer  

Signatures

Stephen H. Faberman, Attorney in Fact 12/15/2011
**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) Represents restricted stock units acquired by reporting person as New Hire Grant, pursuant to the Company's 2008 Stock Option and Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of common stock. The vesting schedule is as follows: (a) 50,000 units shall vest and convert into shares of common stock on April 1, 2012, (b) 50,000 units shall vest and convert into shares of common stock on October 1, 2012, (c) 25,000 units shall vest and convert into shares of common stock on April 1, 2013, (d) 25,000 units shall vest and convert into shares of common stock on October 1, 2013, (e) 25,000 units shall vest and convert into shares of common stock on April 1, 2014. This vesting schedule is subject to the continued employment of the reporting person with Progress Software Corporation.
(2) Options vest monthly over four years commencing on the date of grant, with 12.5% of the award being vested in the first installment on the sixth month anniversary of the date of hire and the remainder vesting in 42 equal monthly installments, subject to continued employment.
(3) Shares represent New Hire Grant.

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