05/09/2025 | Press release | Distributed by Public on 05/09/2025 06:00
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 | ||||||||
Employee Stock Options (Right to buy) | $34.73 | 05/07/2025 | M | 100,275 | (3) | 01/22/2026 | Common Stock | 100,275 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Gupta Yogesh K C/O PROGRESS SOFTWARE CORPORATION 15 WAYSIDE ROAD, SUITE 400 BURLINGTON, MA 01803 |
X | Chief Executive Officer |
YuFan Stephanie Wang, Attorney-in-Fact | 05/09/2025 | |
**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) | Includes 382 shares of common stock, par value $0.01 per share ("Common Stock"), of Progress Software Corporation (the "Company"), acquired by the Reporting Person on March 31, 2025 through the Company's Employee Stock Purchase Plan. |
(2) | Represents a net exercise of outstanding stock options. The Reporting Person received 22,275 shares of Common Stock on a net exercise of options to purchase 100,275 shares of Common Stock. The Company withheld 78,000 shares of Common Stock underlying the options for payment of the exercise price and tax withholdings, based on a market price of $60.94 per share, pursuant to the terms of the Company's 2008 Stock Option and Incentive Plan. |
(3) | Options were granted to the Reporting Person on January 22, 2019 under the Company's 2008 Stock Option and Incentive Plan. As of April 1, 2023, 100,275 options were vested and exercisable. |