SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DARBELOFF ALEXANDER V

(Last)

(First)

(Middle)

C/O PEGASYSTEMS INC

101 MAIN STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2004

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/29/2004		S		103	D	$8.2106	927,897	D
Common Stock	06/29/2004		S		232	D	$8.2057	927,665	D
Common Stock	06/29/2004		S		137	D	$8.2107	927,528	D
Common Stock	06/29/2004		S		100	D	$8.2264	927,428	D
Common Stock	06/29/2004		S		103	D	$8.2294	927,325	D
Common Stock	06/29/2004		S		109	D	$8.1792	927,216	D
Common Stock	06/29/2004		S		100	D	$8.2132	927,116	D
Common Stock	06/29/2004		S		279	D	$8.2072	926,837	D
Common Stock	06/29/2004		S		76	D	$8.15	926,761	D
Common Stock	06/29/2004		S		32	D	$8.19	926,729	D
Common Stock	06/29/2004		S		200	D	$8.165	926,526	D
Common Stock	06/29/2004		S		78	D	$8.17	926,451	D
Common Stock	06/29/2004		S		22	D	$8.17	926,429	D
Common Stock	06/29/2004		S		300	D	$8.12	926,129	D
Common Stock	06/29/2004		S		500	D	$8.2	925,629	D
Common Stock	06/29/2004		S		597	D	$8.21	925,032	D
Common Stock	06/29/2004		S		400	D	$8.22	924,632	D
Common Stock	06/29/2004		S		100	D	$8.24	924,532	D
Common Stock	06/29/2004		S		200	D	$8.235	924,332	D
Common Stock	06/29/2004		S		100	D	$8.24	924,232	D
Common Stock	06/29/2004		S		100	D	$8.23	924,132	D
Common Stock	06/29/2004		S		200	D	$8.215	923,932	D
Common Stock	06/29/2004		S		132	D	$8.1548	923,800	D
Common Stock	06/29/2004		S		100	D	$8.1928	923,700	D
Common Stock	06/24/2004		S		200	D	$8.1842	923,500	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

Remarks:

4,500 shares of common stock have been sold pursuant to the Rule 10b5-1 Sales Plan under the Securities and Exchange Act of 1934.

	June M. Morris, Esq, as Attorney-in-Fact for Alexander V. d'Arbeloff	06/29/2004
	** 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 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).
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