Page 5 of 9 – SEC Filing
THE SCHEDULE 13D
This Amendment No.
10 supplements the information set forth in the Schedule 13D filed on behalf of (i) Praesidium Investment Management Company,
LLC, a Delaware limited liability company (“Praesidium”), (ii) Kevin Oram and (iii) Peter Uddo (together
with Praesidium and Mr. Oram the “Reporting Persons”) with the United States Securities and Exchange Commission
(the “SEC”) on December 19, 2011, as amended and supplemented by Amendment No. 1 filed with the SEC on March 14,
2012, Amendment No. 2 filed with the SEC on October 26, 2012, Amendment No. 3 filed with the SEC on January 31,
2013, Amendment No. 4 filed with the SEC on February 6, 2014, Amendment No. 5 filed with the SEC on January 11, 2016, Amendment
No. 6 filed with the SEC on September 14, 2016, Amendment No. 7 filed with the SEC on January 6, 2017, Amendment No. 8 filed with
the SEC on March 29, 2017, and Amendment No. 9 filed with the SEC on August 2, 2017 (the “Schedule 13D”), relating
to common stock (“Common Stock”), of Progress Software Corporation, a Delaware corporation (the “Issuer”).
All capitalized terms
contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information
given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
| Item 2. | Identity and Background. |
Item 2(a) of
the Schedule 13D is hereby amended and restated as follows:
(a) This statement
is filed by: (i) Praesidium Investment Management Company, LLC, a Delaware limited liability company (“Praesidium”),
(ii) Kevin Oram and (iii) Peter Uddo (together with Praesidium and Mr. Oram, the “Reporting Persons”).
Praesidium, in its
capacity as investment manager to certain managed accounts and investment fund vehicles on behalf of investment advisory clients
(collectively, the “Accounts”), has sole power to vote 3,995,179 shares of Common Stock held in the Accounts and to
dispose of 4,260,853 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 control Praesidium.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Schedule
13D is hereby amended and restated as follows:
The net investment
costs (including commissions, if any) of the shares of Common Stock directly owned by the Accounts is approximately $24.65 per
share. The source of these funds for the Accounts was their working capital.
Purchases of some
securities for certain Accounts were effected through margin accounts maintained with brokers, which may extend margin credit as
and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange
rules and the brokers’ credit policies. In such instances, the positions held in the margin accounts may be pledged as collateral
security for the repayment of debit balances in the accounts.
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