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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* JONES RICHARD H (Last) (First) (Middle) C/O PEGASYSTEMS INC. ONE MAIN 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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/24/2022
	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								17,181	D
Common stock	05/24/2022		J(1)		1,215	A	$47.16	14,339	I	Patricia Jones Revocable Trust
Common stock								85,584	I	Patricia Jones Cornerstone Trust
Common stock	05/27/2022		J(2)		75,000	A	$49.54	427,691	I	Richard H. Jones Revocable Trust
Common stock								75,000(3)	I	Richard H. Jones, Sr. 2022-A Grantor Retained Annuity Trust
Common stock								352,691(3)	I	Richard H. Jones Revocable Trust

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

Explanation of Responses:

1. On May 24, 2022, the Patricia Jones Cornerstone Trust ("Cornerstone Trust"), a trust established for the benefit of Mrs. Jones' family, swapped 1,215 shares of Pega stock with a value of $57,293.33 in exchange for the equivalent amount of cash from the Patricia Jones Revocable Trust. The withdrawal of shares from the Cornerstone Trust resulted in a decrease in the number of shares held by the Cornerstone Trust and a corresponding increase in the number of shares held by the Patricia Jones Revocable Trust. The reporting person believes that these transactions constitute exempted transactions by Rule 16a-13 under the Securities Exchange Act of 1934.

2. On May 27, 2022, the Richard H. Jones Revocable Trust withdrew 75,000 shares of Pegasystems common stock from the Richard H Jones, Sr. 2022 Grantor Retained Annuity Trust ("2022 GRAT"), a grantor retained annuity trust previously established by the Richard H. Jones Revocable Trust on March 17, 2022, in exchange for a promissory note in the principal amount of $3,730,500. The withdrawal from the 2022 GRAT resulted in a decrease in the number of shares Mr. Jones owns indirectly through the 2022 GRAT and a corresponding increase in the number of shares Mr. Jones beneficially owns indirectly through the Richard H. Jones Revocable Trust. The reporting person believes that his withdrawal of shares from the 2022 GRAT constitutes a transaction exempted by Rule 16a-13 under the Securities Exchange Act of 1934.

3. On May 31, 2022, after giving effect to the transactions described in footnote 2 above, the Richard H. Jones Revocable Trust contributed 75,000 shares of Pegasystems common stock to the Richard H. Jones, Sr. 2022-A Grantor Retained Annuity Trust, a grantor retained annuity trust established on May 31, 2022 by the Richard H. Jones Revocable Trust for the benefit of the reporting person (the "2022-A GRAT"). The reporting person is the sole trustee and sole annuitant of the 2022-A GRAT and, therefore, the reporting person believes that this transaction is exempted by Rule 16a-13 under the Securities Exchange Act of 1934.

Remarks:

	/s/ Jenna L. Burstyn, Attorney-in-Fact for Richard H. Jones	06/01/2022
	** 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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