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* STILLWELL KENNETH (Last) (First) (Middle) C/O PEGASYSTEMS INC ONE ROGERS 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) Director 10% Owner X Officer (give title below) Other (specify below) CFO, SVP
	3. Date of Earliest Transaction (Month/Day/Year) 05/01/2020
	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	05/01/2020		S		1,000(1)	D	$80.36	10,244	D
Common Stock	05/01/2020		M		10,576	A	$27.74	20,820	D
Common Stock	05/01/2020		F		6,723	D	$80.36(2)	14,097	D
Common Stock	05/01/2020		S		3,853	D	$79.24(3)	10,244	D
Common Stock	05/01/2020		S		1,474	D	$79.17(4)	8,770	D
Common Stock	05/01/2020		M		2,187(5)	A	$0.00	10,957	D
Common Stock	05/01/2020		F		970	D	$83.62	9,987(6)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	$27.74	05/01/2020		M			10,576	08/01/2017(7)	08/01/2026	Common Stock	10,576	$0.00	65,955	D
Restricted Stock Units(8)	$0.00	05/01/2020		M			2,187	08/01/2017(5)	(9)	Common Stock	2,187	$0.00	10,933	D

Explanation of Responses:

1. Sold pursuant to a pre-arranged stock trading plan under Rule 10b-5 of the Securities Exchange Act of 1934, as amended.

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

3. Represents the weighted average of the sale prices, ranging from $79.2421 to $79.2428. The individual has provided the Company, and undertakes to provide to the staff of 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. Represents the weighted average of the sale prices, ranging from $79.11 to $79.18. The individual has provided the Company, and undertakes to provide to the staff of 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.

5. Represents the 5% quarterly vesting on May 1, 2020. The original grant was 43,732 restricted stock units, with 20% vested on August 1, 2017, and the remaining 80% in equal quarterly installments over the remaining four years.

6. Does not include shares of common stock subject to unvested restricted stock units and/or options awards.

7. Options vested 20% on August 1, 2017, with the remaining 80% vesting in equal quarterly installments over the next four years.

8. Each restricted stock unit represents the right to receive, following vesting, one share of the issuer's common stock.

9. Once vested, shares of common stock are not subject to expiration.

Remarks:

	/s/ Matthew J. Cushing, Attorney-in-Fact for Kenneth Stillwell	05/05/2020
	** 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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