Annual Statement of Changes in Beneficial Ownership (5)
February 13 2018 - 5:48PM
Edgar (US Regulatory)
FORM 5
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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).
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Form 3 Holdings Reported
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X
]
Form 4 Transactions Reported
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0362
Estimated average burden
hours per response...
1.0
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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
*
TREFLER ALAN
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2. Issuer Name
and
Ticker or Trading Symbol
PEGASYSTEMS INC [PEGA]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
C.E.O. & Chairman
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(Last)
(First)
(Middle)
C/O PEGASYSTEMS INC., 1 ROGERS STREET
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3. Statement for Issuer's Fiscal Year Ended
(MM/DD/YYYY)
12/31/2017
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(Street)
CAMBRIDGE, MA 02142
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Amount
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(A) or (D)
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Price
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Common Stock
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5/12/2017
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S4
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0
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D
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$0.00
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39843848
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D
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Common Stock
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5/12/2017
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S4
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12496
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D
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$55.82
(1)
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105504
(2)
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I
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Trefler Foundation
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Common Stock
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5/15/2017
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S4
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0
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D
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$0.00
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39843848
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D
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Common Stock
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5/15/2017
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S4
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7504
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D
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$55.47
(3)
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98000
(2)
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I
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Trefler Foundation
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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Represents the weighted average of the sale prices on May 12, 2017, ranging from $55.75 to $55.83.
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(2)
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Shares owned by the Trefler Foundation, of which Mr. Trefler has no pecuniary or beneficial interest, and expressly disclaims beneficial ownership of the shares of Pegasystems Inc. stock which are held by the Trefler Foundation. Mr. Trefler does however retain voting and dispositive control over such shares.
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(3)
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Represents the weighted average of the sale prices on May 15, 2017, ranging from $55.00 to $55.70.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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TREFLER ALAN
C/O PEGASYSTEMS INC.
1 ROGERS STREET
CAMBRIDGE, MA 02142
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C.E.O. & Chairman
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Signatures
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/s/ Janet Mesrobian, Esq., Attorney-In-Fact for Alan Trefler
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2/13/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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