SEC Form 4 · accession 0001209191-17-018401
PEGASYSTEMS INC · PEGA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Efstathios A Kouninis
Officer — VP of Finance & CAO
Period of report
Mar 2, 2017
Accepted (ET)
Mar 6, 2017 · 5:16 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001013857
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 2, 2017 | M | 309 | $0.00 | A | 349 | D | |
| Common Stock | Mar 2, 2017 | F | 117 | $45.20 | D | 232 | D | |
| Common Stock | Mar 2, 2017 | S | 232 | $44.50 | D | 0 | D | |
| Common Stock | Mar 2, 2017 | M | 844 | $0.00 | A | 844 | D | |
| Common StockF2 | Mar 2, 2017 | F | 560 | $44.65 | D | 284 | D | |
| Common StockF3 | Mar 2, 2017 | S | 284 | $44.62 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4,F1,F5 | $0.00 | Mar 2, 2017 | M | 309 | D | Mar 2, 2016 | — | Common Stock | 6,192 | 3,716 | D |
| Stock Options | $20.49 | Mar 2, 2017 | M | 844 | D | Mar 2, 2016 | Mar 2, 2025 | Common Stock | 16,870 | 10,122 | D |
| Restricted Stock UnitsF4,F6,F5 | $0.00 | Mar 2, 2017 | A | 3,410 | A | Mar 2, 2018 | — | Common Stock | 3,410 | 3,410 | D |
| Stock OptionsF7 | $44.30 | Mar 2, 2017 | A | 11,253 | A | Mar 2, 2018 | Mar 2, 2027 | Common Stock | 11,253 | 11,253 | D |
| Restricted Stock UnitsF4,F8,F5 | $0.00 | Mar 2, 2017 | A | 1,140 | A | Mar 2, 2018 | — | Common Stock | 1,140 | 1,140 | D |
Explanation of responses
- F1Represents 5% vesting on March 2, 2017. The original grant was 6,192 restricted stock units, with 20% vesting on March 2, 2016, and the remaining 80% vesting in equal quarterly installments over the remaining 4 years.
- F2Represents the exercise price of the Stock Options referenced in Table II and Mr. Kouninis' tax liability, which were paid by way of withholding by the Company of shares of equal value.
- F3Represents the weighted average of the sale prices on March 2, 2017, ranging from $44.60 to $44.65.
- F4Each restricted stock unit represents the right to receive, following vesting, one share of Pegasystems Inc.'s common stock.
- F5Once vested, the shares of common stock are not subject to expiration.
- F6RSUs vest 20% on March 2, 2018, and the remaining 80% vest in equal quarterly installments over the remaining four years.
- F7Options vest 20% on March 2, 2018, and the remaining 80% vest in equal quarterly installments over the remaining four years.
- F8Represents 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, 2017. All RSUs vest 100% on March 2, 2018, subject to attainment of the CICP performance threshold for the year ending December 31, 2017.