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

Item 5.

Interest in Securities of the Issuer.

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

(a) – (b) The
Reporting Persons beneficially own 4,260,853 shares of Common Stock, which represents approximately 8.8% 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 September 14, 2017, as set forth in this Schedule 13D, by (ii) the 48,288,664 shares of Common Stock outstanding as
of June 28, 2017, according to the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on July 7, 2017.

Praesidium, in its
capacity as investment manager to the Accounts, has sole power to vote 3,995,179 shares of Common Stock and the power 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 beneficially own the Common Stock held in the Accounts.

(c) Transactions in
the Issuer’s securities by the Reporting Persons since the filing of Amendment No. 9 to the Schedule 13D are listed in Annex
A attached hereto.

(d) Not Applicable.

(e) Not Applicable.

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Schedule
13D is hereby amended to add the following exhibits:

99.1

Letter to the Board of Directors, dated September 15, 2017.

99.2

Presentation titled “The Case for Strategic Change at Progress Software”, dated September 15, 2017.