SEC Form 4 · accession 0001209191-17-018424
PEGASYSTEMS INC · PEGA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Leon Trefler
Officer — SVP, Global Customer Success
Period of report
Mar 2, 2017
Accepted (ET)
Mar 6, 2017 · 5:38 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 | 619 | $0.00 | A | 8,399 | D | |
| Common Stock | Mar 2, 2017 | F | 213 | $45.20 | D | 8,186 | D | |
| Common Stock | Mar 2, 2017 | M | 3,880 | $0.00 | A | 12,066 | D | |
| Common Stock | Mar 2, 2017 | F | 1,611 | $44.40 | D | 10,455 | D | |
| Common StockF2 | Mar 2, 2017 | S | 2,269 | $44.42 | D | 8,186 | D | |
| Common Stock | Mar 2, 2017 | M | 6,390 | $0.00 | A | 14,576 | D | |
| Common Stock | Mar 2, 2017 | F | 3,644 | $44.40 | D | 10,932 | D | |
| Common StockF3 | Mar 2, 2017 | S | 2,746 | $44.37 | D | 8,186 | D | |
| Common Stock | Mar 2, 2017 | M | 7,000 | $0.00 | A | 15,186 | D | |
| Common Stock | Mar 2, 2017 | F | 4,193 | $44.35 | D | 10,993 | D | |
| Common StockF4 | Mar 2, 2017 | S | 2,807 | $44.36 | D | 8,186 | 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 UnitsF5,F1,F6 | $0.00 | Mar 2, 2017 | M | 619 | D | Mar 2, 2016 | — | Common Stock | 12,383 | 7,431 | D |
| Stock OptionsF7 | $5.94 | Mar 2, 2017 | M | 3,880 | D | Dec 11, 2009 | Dec 11, 2018 | Common Stock | 5,880 | 0 | D |
| Stock OptionsF8 | $16.15 | Mar 2, 2017 | M | 6,390 | D | Dec 15, 2010 | Dec 15, 2019 | Common Stock | 3,690 | 0 | D |
| Stock Options UnitsF9 | $18.02 | Mar 2, 2017 | M | 7,000 | D | Mar 1, 2011 | Mar 1, 2020 | Common Stock | 18,672 | 8,870 | D |
| Restricted Stock UnitsF5,F10,F6 | $0.00 | Mar 2, 2017 | A | 7,387 | A | Mar 2, 2018 | — | Common Stock | 7,387 | 7,387 | D |
| Stock OptionsF11 | $44.30 | Mar 2, 2017 | A | 24,382 | A | Mar 2, 2018 | Mar 2, 2027 | Common Stock | 24,382 | 24,382 | D |
| Restricted Stock UnitsF12,F6 | $0.00 | Mar 2, 2017 | A | 1,865 | A | Mar 2, 2018 | — | Common Stock | 1,865 | 1,865 | D |
Explanation of responses
- F1Represents 5% vesting on March 2, 2017. The original grant was 12,383 restricted stock units, with 20% vesting on March 2, 2016, and the remaining 80% vesting in equal quarterly installments over the remaining 4 years.
- F10RSUs vest 20% on March 2, 2018, and the remaining 80% vest in equal quarterly installments over the remaining four years.
- F11Options vest 20% on March 2, 2018, and the remaining 80% vest in equal quarterly installments over the remaining four years.
- F12Represents 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.
- F2Represents the weighted average of the sale prices on March 2, 2017, ranging from $44.40 and $44.43.
- F3Represents the weighted average of the sale prices on March 2, 2017, ranging from $44.35 and $44.43.
- F4Represents the weighted average of the sale prices on March 2, 2017, ranging from $44.35 and $44.38.
- F5Each restricted stock unit represents the right to receive, following vesting, one share of Pegasystems Inc.'s common stock.
- F6Once vested, the shares of common stock are not subject to expiration.
- F7The grant of restricted stock units was previously reported as 2,940, but has been adjusted to reflect a 2-for-1 stock split that occurred on April 1, 2014.
- F8The grant of restricted stock units was previously reported as 1,845, but has been adjusted to reflect a 2-for-1 stock split that occurred on April 1, 2014.
- F9The grant of restricted stock units was previously reported as 9,336, but has been adjusted to reflect a 2-for-1 stock split that occurred on April 1, 2014.