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)
05/03/2005

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/03/2005		M		276	A	$ 5.6667	1,885 ⁽¹⁾	D
Common Stock	05/03/2005		M		6,102	A	$ 5.4167	7,987	D
Common Stock	05/03/2005		M		3,622	A	$ 7.2084	11,609	D
Common Stock	05/03/2005		M		10,000	A	$ 7.2084	21,609	D
Common Stock	05/03/2005		S		10,000	D	$ 25.7909	11,609	D
Common Stock	05/03/2005		S		10,000	D	$ 25.8227	1,609	D
Common Stock	05/04/2005		M		20,000	A	$ 7.2084	21,609	D
Common Stock	05/04/2005		S		10,000	D	$ 26.2802	11,609	D
Common Stock	05/04/2005		S		10,000	D	$ 26.0343	1,609	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

Nonqualified Stock Options

$ 5.6667

05/03/2005

276

08/01/1995⁽²⁾

07/24/2005

Common Stock

276

$ 5.6667

0 ⁽³⁾

Nonqualified Stock Options

$ 5.4167

05/03/2005

6,102

08/01/1997⁽⁴⁾

07/24/2007

Common Stock

6,102

$ 5.4167

0 ⁽³⁾

Nonqualified Stock Options

$ 7.2084

05/03/2005

13,622

03/01/1998⁽⁵⁾

02/01/2008

Common Stock

13,622

$ 7.2084

92,278 ⁽³⁾

Nonqualified Stock Options

$ 7.2084

05/04/2005

20,000

03/01/1998⁽⁵⁾

02/01/2008

Common Stock

20,000

$ 7.2084

72,278 ⁽³⁾

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

Richard D. Reidy		05/05/2005
^**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)	Includes a purchase made pursuant to the Employee Stock Purchase Plan of 1,070 shares on April 1, 2005.
(2)	The option vests in equal monthly increments over a 60 month period commencing August 1, 1995.
(3)	As of May 5, 2005, options to purchase all shares were vested.
(4)	The option vests in equal monthly increments over a 60 month period commencing August 1, 1997.
(5)	The option vests in equal monthly increments over a 60 month period commencing March 1, 1998.

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