Ownership Submission
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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STILLWELL KENNETH
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2. Issuer Name and Ticker or Trading Symbol
PEGASYSTEMS INC [PEGA]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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COO, CFO /
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(Last)
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(First)
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(Middle)
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C/O PEGASYSTEMS INC. , ONE MAIN STREET
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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CAMBRIDGE
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MA
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02142
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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STILLWELL KENNETH
C/O PEGASYSTEMS INC.
ONE MAIN STREET
CAMBRIDGE, MA02142
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COO, CFO
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Signatures
/s/ Ewelina Kemp, Attorney-in-Fact for Kenneth Stillwell
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2024-09-04
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**Signature of Reporting Person
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Date
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Explanation of Responses:
(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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Sold pursuant to a pre-arranged trading plan adopted by Mr. Stillwell November 8, 2023 under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
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(2)
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Represents a 5% vesting on September 1, 2024, with a release date of September 3, 2024, the first business day following vesting. The original grant was 23,508 restricted stock units, with 20% vesting on March 1, 2023 with the remaining 80% vesting in equal quarterly installments over the remaining four years.
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(3)
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Tendered to issuer to satisfy tax withholding obligations of the reporting person, exempted pursuant to Rule 16b-3(e).
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(4)
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Represents a 5% vesting on September 2, 2024, with a release date of September 3, 2024, the first business day following vesting. The original grant was 11,527 restricted stock units, with 20% vesting on March 2, 2022, with the remaining 80% vesting in equal quarterly installments over the remaining four years.
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(5)
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Represents a 5% vesting on September 3, 2024. The original grant was 13,931 restricted stock units, with 20% vesting on March 3, 2021, and the remaining 80% vesting in equal quarterly installments over the remaining four years.
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(6)
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Does not include shares of common stock subject to unvested restricted stock units and/or options awards.
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(7)
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Each restricted stock unit represents the right to receive, following vesting, one share of the issuer's common stock.
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(8)
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Once vested, the shares of common stock are not subject to expiration.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
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