10/03/2025 | Press release | Distributed by Public on 10/03/2025 15:30
FORM 4
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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 or Section 30(h) of the Investment Company Act of 1940 |
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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) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (1) | 10/01/2025 | M | 460 | (7) | (7) | Common Stock | 460 | $ 0 | 0 | D | ||||
Restricted Stock Units | (1) | 10/01/2025 | M | 1,070 | (8) | (8) | Common Stock | 1,070 | $ 0 | 1,070 | D | ||||
Restricted Stock Units | (1) | 10/01/2025 | M | 1,038 | (9) | (9) | Common Stock | 1,038 | $ 0 | 3,114 | D | ||||
Restricted Stock Units | (1) | 10/01/2025 | M | 1,201 | (10) | (10) | Common Stock | 1,201 | $ 0 | 6,006 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WANG YUFAN STEPHANIE C/O PROGRESS SOFTWARE CORPORATION 15 WAYSIDE ROAD, SUITE 400 BURLINGTON, MA 01803 |
Chief Legal Officer |
YuFan Stephanie Wang | 10/03/2025 | |
**Signature of Reporting Person | Date |
* | 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) | Restricted stock units convert into common stock on a one-for-one basis. |
(2) | Represents shares of common stock withheld by Progress Software Corporation (the "Company") to pay the tax withholding obligations of the Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on June 30, 2022. |
(3) | Represents shares of common stock withheld by the Company to pay the tax withholding obligations of the Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 19, 2023. |
(4) | Represents shares of common stock withheld by the Company to pay the tax withholding obligations of the Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 18, 2024. |
(5) | Represents shares of common stock withheld by the Company to pay the tax withholding obligations of the Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 23, 2025. |
(6) | The sale reported in this Form 4 was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the Reporting Person on January 23, 2025, prior to the recent volatility in the Company's stock price and in compliance with all applicable laws and regulations. |
(7) | On June 30, 2022, the Reporting Person was granted 2,760 restricted stock units pursuant to the Company's 2008 Stock Option and Incentive Plan (as amended and restated, the "Plan"). The restricted stock units vest in six equal semiannual installments beginning April 1, 2023, subject to the continued employment of the Reporting Person with the Company. |
(8) | On January 19, 2023, the Reporting Person was granted 6,419 restricted stock units pursuant to the Plan. The restricted stock units vest in six equal semiannual installments beginning October 1, 2023, subject to the continued employment of the Reporting Person with the Company. |
(9) | On January 18, 2024, the Reporting Person was granted 6,226 restricted stock units pursuant to the Plan. The restricted stock units vest in six equal semiannual installments beginning October 1, 2024, subject to the continued employment of the Reporting Person with the Company. |
(10) | On January 23, 2025, the Reporting Person was granted 7,207 restricted stock units pursuant to the Plan. The restricted stock units vest in six equal semiannual installments beginning October 1, 2025, subject to the continued employment of the Reporting Person with the Company. |