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*
STILLWELL KENNETH

(Last) (First) (Middle)
C/O PEGASYSTEMS INC
ONE ROGERS STREET

(Street)
CAMBRIDGE MA 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
CFO, SVP
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2018
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)
Code V Amount (A) or (D) Price
Common Stock 03/01/2018 M 3,500 A $27.74 3,500 D
Common Stock 03/01/2018 F 2,206(1) D $58.3 1,294 D
Common Stock 03/01/2018 S 1,294(2) D $55.68(3) 0 D
Common Stock 03/02/2018 M 3,317(4) A $0.00 3,317 D
Common Stock 03/02/2018 F 977 D $55.9 2,340 D
Common Stock 03/02/2018 M 568(5) A $0.00 2,908 D
Common Stock 03/02/2018 F 168 D $55.9 2,740 D
Common Stock 03/02/2018 S 2,340(2) D $56.9 400 D
Common Stock 03/02/2018 M 22,954 A $27.74 23,354 D
Common Stock 03/02/2018 F 14,678(1) D $56.85 8,676(6) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $27.74 03/01/2018 M 3,500 08/01/2017(7) 08/01/2026 Common Stock 3,500 $0.00 184,016 D
Restricted Stock Units(8) $0.00 03/02/2018 M 3,317(4) 03/02/2018 (9) Common Stock 3,317 $0.00 0 D
Restricted Stock Units(8) $0.00 03/02/2018 M 568(5) 03/02/2018 (9) Common Stock 568 $0.00 2,273 D
Stock Options $27.74 03/02/2018 M 22,954 08/01/2017(7) 08/01/2026 Common Stock 22,954 $0.00 161,062 D
Explanation of Responses:
1. Represents the exercise price of the Stock Options referenced in Table II and Mr. Stillwell's tax liability, which were paid by way of withholding by the Company of shares of equal value.
2. Sold pursuant to a pre-arranged stock trading plan under rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
3. Represents the weighted average of the sale prices on March 1, 2018, ranging from $55.35 and 56.00.
4. Represents 100% vesting on March 2, 2018. The original grant was 3,317 restricted stock units, which were granted on March 2, 2017. As part of the Company's 2017 Corporate Incentive Plan (CICP), Mr. Stillwell elected to receive his annual Bonus in RSUs.
5. Represents 20% vesting on March 2, 2018. The original grant was 2,841 restricted stock units, with 20% vesting on March 2, 2018, and the remaining 80% vesting in equal quarterly installments over the remaining 4 years.
6. Does not include shares of common stock subject to unvested restricted stock units and options awards.
7. Options vest 20% on August 1, 2017, and the remaining 80% vest in equal quarterly installments over the remaining four years.
8. Each restricted stock unit represents the right to receive, following vesting, one share of Pegasystems Inc.'s common stock.
9. Once vested, the shares of common stock are not subject to expiration.
Remarks:
/s/ Janet Mesrobian, Esq., Attorney-In-Fact for Kenneth Stillwell 03/05/2018
** 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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