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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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units (6) | $ 0 | 02/01/2018 | M | 2,186 (1) | 08/01/2017 | (7) | Common Stock | 43,732 | $ 0 | 28,426 | D | ||||
Stock Options | $ 27.74 | 02/01/2018 | M | 3,500 | 08/01/2017(7) | 08/01/2026 | Common Stock | 211,516 | $ 0 | 187,516 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
STILLWELL KENNETH C/O PEGASYSTEMS INC ONE ROGERS STREET CAMBRIDGE, MA 02142 |
CFO, SVP |
/s/ Janet Mesrobian, Esq., Attorney-In-Fact for Kenneth Stillwell | 02/05/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Represents 5% vesting on February 1, 2018. The original grant was 43,732 restricted stock units, with 20% vesting on August 1, 2018, and the remaining 80% vesting in equal quarterly installments over the remaining 4 years. |
(2) | Represents the exercise price of the Stock Options referenced in Table II and Mr. Stilwell's tax liability, which were paid by way of withholding by the Company of shares of equal value |
(3) | Sold pursuant to a pre-arranged stock trading plan under rule 10b5-1 of the Securities Exchange Act of 1934, as amended. |
(4) | Represents the weighted average of the sale prices on February 1, 2018, ranging from $50.65 to $51.80. |
(5) | Does not include shares of common stock subject to unvested restricted stock units and option awards. |
(6) | Each restricted stock unit represents the right to receive, following vesting, one share of Pegasystems Inc.'s common stock. |
(7) | Once vested, the shares of common stock are not subject to expiration. |