13D Filing: Praesidium Investment Management Company, Llc and Progress Software Corp (NASDAQ:PRGS)

Consistent with their investment purpose, the Reporting Persons may make, or cause, further dispositions of Common Stock from time to time.  In addition, the Reporting Persons may acquire, or cause to be acquired, additional shares of Common Stock, in each case depending on market conditions and other factors.

Additionally, the Reporting Persons expect to continue to engage in communications with one or more of the Issuer’s officers, members of the Issuer’s Board of Directors, representatives, shareholders of the Issuer and other relevant parties concerning specific initiatives, including strategic acquisitions, and topics such as the business, management, operations, assets, capitalization, financial condition, governance, including Board structure and Board composition, strategy and future plans of the Issuer that may result in the Reporting Persons proposing one or more ideas that, if effectuated, may result in any of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D. Depending on such communications, and subject to the conditions below, the Reporting Persons may make additional purchases or may sell or transfer Common Stock beneficially owned by them from time to time in public transactions. Any such transactions may be effected at any time or from time to time subject to any applicable limitations imposed on the sale of the Common Stock by applicable law. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) – (b) The Reporting Persons beneficially own 4,440,037 shares of Common Stock, which represents approximately 9.1% of the Issuer’s outstanding shares of Common Stock. The percentage of beneficial ownership of the Reporting Persons, as reported in this Schedule 13D, was calculated by dividing (i) the total number of shares of Common Stock beneficially owned by each Reporting Person as of March 29, 2017, as set forth in this Schedule 13D, by (ii) the 48,734,771 shares of Common Stock outstanding as of January 23, 2017, according to the Issuer’s Annual Report on Form 10-K filed with the SEC on January 30, 2017.

Praesidium, in its capacity as investment manager to the Accounts, has sole power to vote 4,167,190 shares of Common Stock and the power to dispose of 4,440,037 shares of Common Stock held in the Accounts. As the managing members of Praesidium, each of Kevin Oram and Peter Uddo may be deemed to beneficially own the Common Stock held in the Accounts.

(c) Transactions in the Issuer’s securities by the Reporting Persons during the last 60 days are listed in Annex A attached hereto.

(d) Not Applicable.

(e) Not Applicable.