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*
KOUNINIS EFSTATHIOS A
(Last) (First) (Middle)
C/O PEGASYSTEMS INC.
1 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)
VP of Finance & CAO
3. Date of Earliest Transaction (Month/Day/Year)
03/05/2018
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 03/05/2018 M 1,687 A $20.49 3,742 D
Common Stock 03/05/2018 F 912(1) D $58.8 2,830 D
Common Stock 03/05/2018 S 775 D $58.85(2) 2,055 D
Common Stock 03/05/2018 M 196 A $20.05 2,251 D
Common Stock 03/05/2018 F 105(1) D $58.75 2,146 D
Common Stock 03/05/2018 S 91 D $58.75 2,055 D
Common Stock 03/05/2018 M 1,296 A $11.05 3,351 D
Common Stock 03/05/2018 F 554(1) D $58.9 2,797 D
Common Stock 03/05/2018 S 742 D $58.93 2,055 D
Common Stock 03/06/2018 M 2,250 A $44.3 4,305 D
Common Stock 03/06/2018 F 1,833 D $60.1 2,472 D
Common Stock 03/06/2018 S 417 D $60.12(3) 2,055 D
Common Stock 03/06/2018 S 500 D $60.53 1,555(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units(5) $0.00 03/05/2018 A 2,558(6) 03/05/2019 (7) Common Stock 2,558 $0.00 2,558 D
Stock Options $58.95 03/05/2018 A 8,233(8) 03/05/2019 03/05/2028 Common Stock 8,233 $0.00 8,233 D
Restricted Stock Units(5) $0.00 03/05/2018 A 890(9) 03/05/2019 (7) Common Stock 890 $0.00 890 D
Stock Options $20.49 03/05/2018 M 1,687 03/02/2016(10) 03/02/2025 Common Stock 1,687 $0.00 6,748 D
Stock Options $20.05 03/05/2018 M 196 03/07/2015(11) 03/07/2024 Common Stock 196 $0.00 1,170 D
Stock Options $11.05 03/05/2018 M 1,296 12/12/2013(12) 12/12/2022 Common Stock 1,296 $0.00 0 D
Stock Options $44.3 03/06/2018 M 2,250 03/02/2018(13) 03/02/2027 Common Stock 2,250 $0.00 9,003 D
Explanation of Responses:
1. Represents the exercise price of the Stock Options referenced in Table II and Mr. Kouninis' tax liability, which were paid by way of withholding by Pegasystems Inc. (the "Company") of shares of equal value.
2. Represents the weighted average of the sale prices on March 5, 2018, ranging from $58.83 to $58.85.
3. Represents the weighted average of the sale prices on March 6, 2018, ranging from $60.12 to $60.13.
4. Does not include shares of common stock subject to unvested restricted stock units and options awards.
5. Each restricted stock unit represents the right to receive, following vesting, one share of the Company's common stock.
6. RSUs will vest 20% on March 5, 2019, with the remaining 80% vesting in equal quarterly installments over the remaining four years.
7. Once vested, the shares of common stock are not subject to expiration.
8. Stock options will vest 20% on March 5, 2019, with the remaining 80% vesting in equal quarterly installments over the remaining four years.
9. 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 5, 2018. All RSUs vest 100% on March 5, 2019, subject to attainment of the CICP performance threshold funding for the year ending December 31, 2018.
10. Options vested 20% on March 2, 2016, with the remaining 80% vesting in equal quarterly installments over the next four years.
11. Options vested 20% on March 7, 2015, with the remaining 80% vesting in equal quarterly installments over the next four years.
12. Options vested 20% on December 12, 2013, with the remaining 80% vesting in equal quarterly installments over the next four years.
13. Options vest 20% on March 2, 2018, and the remaining 80% vest in equal quarterly installments over the remaining four years.
Remarks:
/s/ Janet Mesrobian, Esq., Attorney-In-Fact for Efstathios Kouninis 03/07/2018
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.