Statement of Changes in Beneficial Ownership (4)
March 04 2021 - 5:58PM
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
*
KOUNINIS EFSTATHIOS A |
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) VP of Finance & CAO |
(Last)
(First)
(Middle)
C/O PEGASYSTEMS INC., ONE ROGERS STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/2/2021 |
(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 | 3/2/2021 | | M | | 171 (1) | A | $0 | 861 | D | |
Common stock | 3/2/2021 | | F | | 51 | D | $136.08 | 810 | D | |
Common stock | 3/3/2021 | | M | | 642 (2) | A | $0 | 1452 | D | |
Common stock | 3/3/2021 | | F | | 157 | D | $130.45 | 1295 | D | |
Common stock | 3/3/2021 | | M | | 307 (3) | A | $0 | 1602 | D | |
Common stock | 3/3/2021 | | F | | 75 | D | $130.45 | 1527 (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 |
Restricted Stock Units (5) | $0.0 | 3/2/2021 | | M | | | 171 (1) | 3/2/2018 | (6) | Common stock | 171.0 | $0 | 682 | D | |
Restricted Stock Units (5) | $0.0 | 3/2/2021 | | A | | 461 (7) | | 3/2/2022 | (6) | Common stock | 461.0 | $0 | 461 | D | |
Restricted Stock Units (5) | $0.0 | 3/2/2021 | | A | | 1057 (8) | | 3/2/2022 | (6) | Common stock | 1057.0 | $0 | 1057 | D | |
Stock Options | $130.45 | 3/2/2021 | | A | | 3615 (9) | | 3/2/2022 | 3/2/2031 | Common stock | 3615.0 | $0 | 3615 | D | |
Restricted Stock Units (5) | $0.0 | 3/3/2021 | | M | | | 642 (2) | 3/3/2021 | (6) | Common stock | 642.0 | $0 | 0 | D | |
Restricted Stock Units (5) | $0.0 | 3/3/2021 | | M | | | 307 (3) | 3/3/2021 | (6) | Common stock | 307.0 | $0 | 1226 | D | |
Explanation of Responses: |
(1) | Represents a 5% vesting on March 2, 2021. The original grant was 3,410 restricted stock units, with 20% vesting on March 2, 2018, and the remaining 80% vesting in equal quarterly installments over the remaining four years. |
(2) | Represents 100% vesting on March 3, 2021. The original grant was 1,195 restricted stock units, which were granted on March 3, 2020. As part of the Company's 2020 Corporate Incentive Compensation Plan(CICP), Mr. Kouninis elected to receive half of his annual bonus in RSUs. |
(3) | Represents 20% vesting on March 3, 2021. The original grant was 1,533 restricted stock units, with the remaining 80% vesting in equal quarterly installments over the next four years. |
(4) | Does not include shares of common stock subject to unvested restricted stock units and/or options awards. |
(5) | Each restricted stock unit represents the right to receive, following vesting, one share of the issuer's common stock. |
(6) | Once vested, the shares of common stock are not subject to expiration. |
(7) | Represents election by the individual, as part of the Company's Corporate Incentive Plan (CICP), to receive half of their annual bonus in RSUs, based upon the Company's stock price as of March 2, 2021. All RSUs vest 100% on March 2, 2022, subject to attainment of the CICP performance threshold funding for the year ending December 31, 2021. |
(8) | RSUs will vest 20% on March 2, 2022, with the remaining 80% vesting in equal quarterly installments over the remaining four years. |
(9) | Options will vest 20% on March 2, 2022, with the remaining 80% vesting in equal quarterly installments over the remaining four years. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
KOUNINIS EFSTATHIOS A C/O PEGASYSTEMS INC. ONE ROGERS STREET CAMBRIDGE, MA 02142 |
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| VP of Finance & CAO |
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Signatures
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/s/ Donald L. Lancaster, Attorney-in-Fact for Efstathios A. Kouninis | | 3/4/2021 |
**Signature of Reporting Person | Date |
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