SEC FORM 4

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).

1. Name and Address of Reporting Person^*

TREFLER ALAN

(Last)

(First)

(Middle)

C/O PEGASYSTEMS INC. ONE ROGERS 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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	C.E.O. & Chairman

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2021

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	03/03/2021		M		5,572⁽¹⁾	A	$0	39,799,089	D
Common stock	03/03/2021		F		1,651	D	$130.45	39,797,438⁽²⁾	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)
Restricted Stock Units⁽³⁾	$0.0	03/02/2021		A		2,235⁽⁴⁾		03/02/2022	⁽⁵⁾	Common stock	2,235	$0	2,235	D
Restricted Stock Units⁽³⁾	$0.0	03/02/2021		A		24,976⁽⁶⁾		03/02/2022	⁽⁵⁾	Common stock	24,976	$0	24,976	D
Stock Options	$130.45	03/02/2021		A		85,428⁽⁷⁾		03/02/2022	03/02/2031	Common stock	85,428	$0	85,428	D
Restricted Stock Units⁽³⁾	$0.0	03/03/2021		M			5,572⁽¹⁾	03/03/2021	⁽⁵⁾	Common stock	5,572	$0	22,290	D

Explanation of Responses:

1. Represents 20% vesting on March 3, 2021. The original grant was 27,862 restricted stock units, with the remaining 80% vesting in equal quarterly installments over the next four years.

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

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

4. 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 the attainment of the CICP performance threshold funding for the year ending December 31, 2021.

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

6. RSUs will vest 20% on March 2, 2022, with the remaining 80% vesting in equal quarterly installments over the remaining four years.

7. Options will vest 20% on March 2, 2022, with the remaining 80% vesting in equal quarterly installments over the remaining four years.

Remarks:

	/s/ Donald L. Lancaster, Attorney-in-Fact for Alan Trefler	03/04/2021
	** 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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