Filing Details

Accession Number:
0001140361-17-004923
Form Type:
4
Zero Holdings:
No
Publication Time:
2017-02-07 17:02:31
Reporting Period:
2017-02-03
Filing Date:
2017-02-07
Accepted Time:
2017-02-07 17:02:31
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
876167 Progress Software Corp PRGS Services-Prepackaged Software (7372) 042746201
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1320769 Praesidium Investment Management Company, Llc 1411 Broadway - 29Th Floor
New York NY 10018
No No Yes No
1662082 Kevin Oram 1411 Broadway - 29Th Floor
New York NY 10018
No No Yes No
1662083 Peter Uddo 1411 Broadway - 29Th Floor
New York NY 10018
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Disposition 2017-02-03 100,000 $27.94 4,857,017 No 4 S Indirect See Footnotes
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Indirect See Footnotes
Footnotes
  1. On February 3, 2017, Praesidium Investment Management Company, LLC ("Praesidium") in open market transactions sold shares of common stock of Progress Software Corporation (the "Issuer") on behalf of certain third party accounts it manages (the "Managed Accounts") and certain investment fund vehicles (the "Investment Fund Vehicles") for which Praesidium serves as investment manager. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.90 to $28.04, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
  2. Praesidium may be deemed to beneficially own 4,577,066 shares of common stock of the Issuer held in the Managed Accounts (the "Managed Account Shares") and 279,951 shares of common stock of the Issuer held in the accounts of the Investment Fund Vehicles (the "Investment Fund Vehicle Shares") because Praesidium may be deemed to exercise investment power over such shares. Kevin Oram and Peter Uddo may be deemed to beneficially own the Managed Account Shares and the Investment Fund Vehicle Shares because they may be deemed to control Praesidium as the managing members of Praesidium. Praesidium, Mr. Oram and Mr. Uddo may be deemed to have a pecuniary interest in the Managed Account Shares due to Praesidium's right to receive performance fees subject to certain hurdles and/or benchmarks.
  3. Further, Praesidium, Mr. Oram and Mr. Uddo may be deemed to have a pecuniary interest in the Investment Fund Vehicle Shares due to their indirect right to receive a performance fee and/or performance allocation, as applicable, subject to certain hurdles and/or benchmarks. Each of Praesidium, Mr. Oram and Mr. Uddo disclaims beneficial ownership of the reported securities of the Issuer except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that any of Praesidium, Mr. Oram or Mr. Uddo is the beneficial owner of such securities for Section 16 or any other purpose.