Statement of Changes in Beneficial Ownership (4)
November 13 2019 - 4:27PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
STILLWELL KENNETH |
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)
CFO, SVP |
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(Last)
(First)
(Middle)
C/O PEGASYSTEMS INC, ONE ROGERS STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/12/2019 |
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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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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 11/12/2019 | | M | | 10576 | A | $27.74 | 17144 | D | |
| Common Stock | 11/12/2019 | | F | | 6910 | D | $73.80 (1) | 10234 | D | |
| Common Stock | 11/12/2019 | | S | | 3666 | D | $73.63 (2) | 6568 | D | |
| Common Stock | 11/12/2019 | | S | | 1000 | D | $73.77 (3) | 5568 (4) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | 11/12/2019 | | M | | | 10576 | 8/1/2017 (5) | 8/1/2026 | Common Stock | 10576 | $0.00 | 76531 | D | |
| Explanation of Responses: |
| (1) | Represents the exercise price of the stock options referenced in Table II and Mr. Stillwell's tax liability, which was paid by way of the Company withholding shares of equal value. |
| (2) | Represents the weighted average of the sale prices on November 12, 2019, ranging from $73.59 to $73.64. The individual has provided to the Company, and undertakes to provide to the Securities and Exchange Commission or any security holder of the Company, upon request, full information regarding the number of shares sold at each separate price. |
| (3) | Represents the weighted average of the sale prices on November 12, 2019, ranging from $73.77 to $73.78. The individual has provided to the Company, and undertakes to provide to the Securities and Exchange Commission or any security holder of the Company, upon request, full information regarding the number of shares sold at each separate price. |
| (4) | Does not include shares of common stock subject to unvested restricted stock units and/or options awards. |
| (5) | Options vested 20% on August 1, 2017, with the remaining 80% vesting in equal quarterly installments over the next four years. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
STILLWELL KENNETH
C/O PEGASYSTEMS INC
ONE ROGERS STREET
CAMBRIDGE, MA 02142 |
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| CFO, SVP |
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Signatures
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| /s/ Janet Mesrobian, Esq., Attorney-in-Fact for Kenneth Stillwell | | 11/13/2019 |
| **Signature of Reporting Person | Date |
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