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 *
Conway Gary G
  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)
EVP, Chief Marketing Officer
(Last)
(First)
(Middle)
C/O PROGRESS SOFTWARE CORPORATION\, 14 OAK PARK
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2011
(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)
Code V Amount (A) or (D) Price
Common Stock 02/15/2011   S   4,802 D $ 30.82 16,241 D  
Common Stock 02/15/2011   M   4,862 A $ 11.367 21,103 D  
Common Stock 02/15/2011   S   4,862 D $ 30.82 16,241 D  
Common Stock 02/15/2011   M   4,945 A $ 14.293 21,186 D  
Common Stock 02/15/2011   S   4,945 D $ 30.82 16,241 D  
Common Stock 02/15/2011   M   10,502 A $ 19.473 26,743 D  
Common Stock 02/15/2011   S   10,502 D $ 30.82 16,241 D  
Common Stock 02/15/2011   M   1,800 A $ 21.32 18,041 D  
Common Stock 02/15/2011   S   1,800 D $ 30.82 16,241 (1) D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $ 11.367 (2) 02/15/2011   M   4,862     (3) 01/14/2016 Common Stock 4,862 (2) $ 0 22,222 (2) D  
Stock Option $ 14.293 (2) 02/15/2011   M   4,945     (3) 07/15/2016 Common Stock 4,945 (2) $ 0 22,222 (2) D  
Stock Option $ 19.473 (2) 02/15/2011   M   10,502     (4) 01/14/2017 Common Stock 10,502 (2) $ 0 34,498 (2) D  
Stock Option $ 21.32 (2) 02/15/2011   M   1,800     (5) 04/26/2017 Common Stock 1,800 (2) $ 0 7,200 (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Conway Gary G
C/O PROGRESS SOFTWARE CORPORATION\
14 OAK PARK
BEDFORD, MA 01730
      EVP, Chief Marketing Officer  

Signatures

 Gary Conway   02/17/2011
**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) This share amount has been adjusted to reflect the Issuer's 3-for-2 stock split which was completed on January 28, 2011, resulting in the Reporting Person's ownership of 7,014 additional shares of common stock.
(2) The exercise price and number of underlying securities have been adjusted as a result of the 3-for-2 stock split completed by the Issuer on January 28, 2011.
(3) The option vests in equal monthly increments over a 54 month period which commenced on the first day following the Reporting Person completing six months of service with Issuer.
(4) One-sixtieth (1/60) of the option was vested and exercisable on the grant date. The remaining options vest in 59 equal monthly increments commencing on February 1, 2010.
(5) Two-sixtieths (2/60) of the option were vested and exercisable on the grant date. The remaining options vest in 58 equal monthly increments commencing on May 1, 2010.

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