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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PEGASYSTEMS INC [ PEGA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/06/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 03/07/2019 | M | 440(1) | A | $0.00 | 6,797 | D | |||
Common Stock | 03/07/2019 | F | 130 | D | $64.35 | 6,667(2) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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(3) | $0.00 | 03/06/2019 | A | 4,681(4) | 03/06/2020 | (5) | Common Stock | 4,681 | $0.00 | 4,681 | D | ||||
Stock Options | $64.35 | 03/06/2019 | A | 15,865(6) | 03/06/2020 | 03/06/2029 | Common Stock | 15,865 | $0.00 | 15,865 | D | ||||
Restricted Stock Units(3) | $0.00 | 03/06/2019 | A | 2,073(7) | 03/06/2020 | (5) | Common Stock | 2,073 | $0.00 | 2,073 | D | ||||
Restricted Stock Units(3) | $0.00 | 03/07/2019 | M | 440(1) | 03/07/2015 | (5) | Common Stock | 440 | $0.00 | 0 | D |
Explanation of Responses: |
1. Represents 5% vesting on March 7, 2019. The original grant was 8,798 restricted stock units, with 20% vesting March 7, 2015, and the remaining 80% vesting in equal quarterly installments over the remaining 4 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. RSUs will vest 20% on March 6, 2020, with the remaining 80% vesting in equal quarterly installments over the remaining three years. |
5. Once vested, the shares of common stock are not subject to expiration. |
6. Options will vest 20% on March 6, 2020, with the remaining 80% vesting in equal quarterly installments over the remaining three years. |
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 6, 2019. All RSUs vest 100% on March 6, 2020, subject to attainment of the CICP performance threshold funding for the year ending December 31, 2019. |
Remarks: |
/s/ Janet Mesrobian, Esq., Attorney-in-Fact for Michael Pyle | 03/08/2019 | |
** 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. |