Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

STILLWELL KENNETH

(Last)

(First)

(Middle)

C/O PEGASYSTEMS INC.

ONE MAIN 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)
	COO, CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2024

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	12/10/2024		M		10,442	A	$47.27	28,908	D
Common stock	12/10/2024		F		7,273	D	$94.64⁽¹⁾	21,635	D
Common stock	12/10/2024		S		3,169	D	$94.67⁽²⁾	18,466	D
Common stock	12/10/2024		M		10,000	A	$47.27	28,466	D
Common stock	12/10/2024		F		6,969	D	$94.52⁽¹⁾	21,497	D
Common stock	12/10/2024		S		3,031	D	$94.68⁽³⁾	18,466⁽⁴⁾	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	$47.27	12/10/2024		M			10,442⁽⁵⁾	03/07/2024	03/07/2033	Common stock	10,442	$0	0	D
Stock Options	$47.27	12/10/2024		M			10,000⁽⁶⁾	03/07/2024	03/07/2033	Common stock	10,000	$0	0	D

Explanation of Responses:

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

2. Represents the weighted average of sale prices, ranging from $94.67 to $94.70. The individual has provided the Company, and undertakes to provide to the staff of the Security 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 sale prices, ranging from $94.50 to $94.70. The individual has provided the Company, and undertakes to provide to the staff of the Security 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. On March 7, 2023, the reporting person was granted an option to purchase 41,768 shares of common stock. The option vests in two instalments, with up to 25% to vest on the first anniversary of the date of grant based on the Pegasystems' satisfaction of certain performance criteria for the fiscal year ended December 31, 2023, and with up to 75% to vest on the second anniversary of the date of grant based on Pegasystems' satisfaction of certain performance criteria for the fiscal year ended December 31, 2024. The performance criteria for the fiscal year ended December 31, 2023 were met in full, resulting in vesting of the option as to 10,442 shares.

6. On March 7, 2023, the reporting person was granted an option to purchase 40,000 shares of common stock. The option vests in two installments, with up to 25% to vest on the first anniversary of the date of grant based on the Pegasystems' satisfaction of certain performance criteria for the fiscal year ended December 31, 2023, and with up to 75% to vest on the second anniversary of the date of grant based on Pegasystems' satisfaction of certain performance criteria for the fiscal year ended December 31, 2024. The performance criteria for the fiscal year ended December 31, 2023 were met in full, resulting in vesting of the option as to 10,000 shares.

Remarks:

	/s/ Ewelina Kemp, Attorney-in-Fact for Kenneth Stillwell	12/12/2024
	** 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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