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 *
Andrews Joseph
   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)
SVP, Human Resources
(Last)
(First)
(Middle)
C/O PROGRESS SOFTWARE CORPORATION, 14 OAK PARK DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
10/06/2014
(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 10/06/2014   A   2,709 A $ 24.38 54,541 D  
Common Stock 10/06/2014   F   1,164 (1) D $ 24.38 53,377 D  
Common Stock 10/06/2014   A   5,000 A $ 24.38 58,377 D  
Common Stock 10/06/2014   F   2,358 (2) D $ 24.38 56,019 D  
Common Stock 10/06/2014   A   2,500 A $ 24.38 58,519 D  
Common Stock 10/06/2014   F   1,179 (3) D $ 24.38 57,340 D  
Common Stock 10/06/2014   A   1,823 A $ 24.38 59,163 D  
Common Stock 10/06/2014   F   860 (4) D $ 24.38 58,303 D  
Common Stock 10/06/2014   A   1,468 A $ 24.38 59,771 D  
Common Stock 10/06/2014   F   694 (5) D $ 24.38 59,077 D  
Common Stock 10/06/2014   A   3,934 A $ 24.38 63,011 D  
Common Stock 10/06/2014   F   1,856 (6) D $ 24.38 61,155 D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock (7) 10/06/2014   M(8)     2,709   (9)   (9) Common Stock 2,709 $ 0 0 (10) D  
Common Stock (7) 10/06/2014   M(8)     5,000   (11)   (11) Common Stock 5,000 $ 0 0 (12) D  
Common Stock (7) 10/06/2014   M(8)     2,500   (13)   (13) Common Stock 2,500 $ 0 0 (14) D  
Common Stock (7) 10/06/2014   M(8)     1,823   (15)   (15) Common Stock 1,823 $ 0 0 (16) D  
Common Stock (7) 10/06/2014   M(8)     1,468   (17)   (17) Common Stock 1,468 $ 0 0 (18) D  
Common Stock (7) 10/06/2014   M(8)     3,934   (19)   (19) Common Stock 3,934 $ 0 0 (20) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Andrews Joseph
C/O PROGRESS SOFTWARE CORPORATION
14 OAK PARK DRIVE
BEDFORD, MA 01730		       SVP, Human Resources  

Signatures

 Stephen H. Faberman, Attorney-In-Fact   10/08/2014
**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) Represents shares of common stock withheld by Issuer to pay tax withholding obligation of Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on May 28, 2012.
(2) Represents shares of common stock withheld by Issuer to pay tax withholding obligation of Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 22, 2013.
(3) Represents shares of common stock withheld by Issuer to pay tax withholding obligation of Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 22, 2013.
(4) Represents shares of common stock withheld by Issuer to pay tax withholding obligation of Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 22, 2013.
(5) Represents shares of common stock withheld by Issuer to pay tax withholding obligation of Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 13, 2014.
(6) Represents shares of common stock withheld by Issuer to pay tax withholding obligation of Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 7, 2014.
(7) Restricted stock units convert into common stock on a one-for-one basis.
(8) Reflects the accelerated vesting of all or a portion of previously granted restricted stock units immediately prior to the termination of the Reporting Person with Issuer.
(9) On May 28, 2012, the reporting person was granted 16,250 restricted stock units, vesting in six equal installments beginning on October 1, 2012 and continuing every six months thereafter until fully vested, subject to the continued employment of the Reporting Person with Issuer.
(10) As of the date of this filing, 8,756 restricted stock units have already vested and been released.
(11) On January 22, 2013, the reporting person was granted 15,000 restricted stock units, vesting in six equal installments beginning on October 1, 2013 and continuing every six months thereafter until fully vested, subject to the continued employment of the Reporting Person with Issuer.
(12) As of the date of this filing, 4,692 restricted stock units have already vested and been released.
(13) On January 22, 2013, the reporting person was granted 10,000 restricted stock units, vesting in six equal installments beginning on October 1, 2013 and continuing every six months thereafter until fully vested, subject to the continued employment of the Reporting Person with Issuer.
(14) As of the date of this filing, 4,692 restricted stock units have already vested and been released.
(15) On January 22, 2013, the reporting person was granted 10,938 restricted stock units, 3,645 of which vested on April 1, 2013 with the rest vesting in four equal installments beginning on October 1, 2013 and continuing every six months thereafter until fully vested, subject to the continued employment of the Reporting Person with Issuer.
(16) As of the date of this filing, 5,877 restricted stock units have already vested and been released.
(17) On January 13, 2014, the Reporting Person was granted 4,407 restricted stock units vesting in six equal semiannual installments beginning on October 1, 2014, subject to the continued employment of the Reporting Person with Issuer.
(18) As of the date of this filing, 495 restricted stock units have already vested and been released.
(19) On January 7, 2014, the Reporting Person was granted 11,800 restricted stock units, vesting in five installments, with one-third vesting on April 1, 2014 and the remaining restricted stock units vesting in four equal semi-annual installments, subject to the continued employment of the Reporting Person with Issuer.
(20) As of the date of this filing, 3,978 restricted stock units have already vested and been released.

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