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^*

KOUNINIS EFSTATHIOS A

(Last)

(First)

(Middle)

C/O PEGASYSTEMS INC.

1 ROGERS 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP of Finance & CAO

3. Date of Earliest Transaction (Month/Day/Year)
06/13/2019

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	06/13/2019		S		64	D	$70.75	656	D
Common Stock	06/13/2019		M		313	A	$27.24	969	D
Common Stock	06/13/2019		F		177	D	$71.25⁽¹⁾	792	D
Common Stock	06/13/2019		S		136	D	$71.25	656	D
Common Stock	06/13/2019		S		229	D	$71.25	427	D
Common Stock	06/14/2019		M		843	A	$20.49	1,270	D
Common Stock	06/14/2019		F		422	D	$70.25⁽¹⁾	848	D
Common Stock	06/14/2019		S		421	D	$70.25	427	D
Common Stock	06/14/2019		M		956	A	$25.2	1,383	D
Common Stock	06/14/2019		F		524	D	$70.25⁽¹⁾	859	D
Common Stock	06/14/2019		S		432	D	$70.25	427⁽²⁾	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)
Stock Options	$27.24	06/13/2019		M			313	09/12/2017⁽³⁾	09/12/2026	Common Stock	313	$0.00	2,824	D
Stock Options	$20.49	06/14/2019		M			843	03/02/2016⁽⁴⁾	03/02/2025	Common Stock	843	$0.00	2,531	D
Stock Options	$25.2	06/14/2019		M			956	03/09/2017⁽⁵⁾	03/09/2026	Common Stock	956	$0.00	8,126	D

Explanation of Responses:

1. Represents the exercise price of the Stock Options referenced in Table II and Mr. Kouninis's tax liability, which were paid by way of withholding by the Company of shares of equal value.

2. Does not include shares of common stock subject to unvested restricted stock units and/or options awards.

3. Options vested 20% on September 12, 2017, with the remaining 80% vesting in equal quarterly installments over the next four years.

4. Options vested 20% on March 2, 2016, with the remaining 80% vesting in equal quarterly installments over the next four years.

5. Options vested 20% on March 9, 2017, with the remaining 80% vesting in equal quarterly installments over the next four years.

Remarks:

	/s/ Janet Mesrobian, Esq., Attorney-in-Fact for Efstathios A. Kouninis	06/17/2019
	** 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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