SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Mayer Max Alan

(Last)

(First)

(Middle)

101 MAIN STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/24/2008

3. Issuer Name and Ticker or Trading Symbol
PEGASYSTEMS INC [ PEGA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,022	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	03/13/2009⁽¹⁾	03/13/2018	Common Stock	5,566	$0.00	D
Stock Option	12/13/2008⁽²⁾	12/13/2017	Common Stock	16,000	$12	D
Restricted Stock Units	12/13/2008⁽³⁾	12/13/2017	Common Stock	8,000	$0.00	D
Stock Option	12/08/2005⁽⁴⁾	12/08/2015	Common Stock	100,000	$8.67	D
Stock Option	02/04/2005⁽⁵⁾	11/04/2014	Common Stock	10,000	$7.115	D
Stock Option	11/09/2004⁽⁶⁾	08/09/2014	Common Stock	10,000	$6.2	D
Stock Option	08/01/2004⁽⁷⁾	05/01/2014	Common Stock	80,000	$8.6	D

Explanation of Responses:

1. All RSUs vest 100% on March 13, 2009.

2. All options vest 20% on December 13, 2008 and 80% in equal quarterly installments over next five years.

3. All RSUs vest 20% on December 13, 2008 and 80% in equal quarterly installments over next five years.

4. All options vested 100% on December 8, 2005.

5. All options vest on a five year quarterly vesting schedule beginning on the date of grant, with the first vesting date occurring on February 4, 2005.

6. All options vest on a five year quarterly vesting schedule beginning on the date of grant, with the first vesting date occurring on November 9, 2004.

7. All options vest on a five year quarterly vesting schedule beginning on the date of grant, with the first vesting date occurring on August 1, 2004.

	/s/ Shawn Hoyt, Esq., as Attorney-In-Fact for Max Alan Mayer	12/05/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.