SEC Form 4 · accession 0001209191-17-019675
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 7, 2017
Accepted (ET)
Mar 9, 2017 · 5:24 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 7, 2017 | M | 76 | $0.00 | A | 76 | D | |
| Common Stock | Mar 7, 2017 | F | 29 | $43.50 | D | 47 | D | |
| Common Stock | Mar 7, 2017 | M | 196 | $0.00 | A | 243 | D | |
| Common StockF2 | Mar 7, 2017 | F | 129 | $44.75 | D | 114 | D | |
| Common Stock | Mar 7, 2017 | S | 67 | $44.80 | D | 47 | D | |
| Common StockF3 | Mar 9, 2017 | M | 1,305 | $0.00 | A | 1,352 | D | |
| Common Stock | Mar 9, 2017 | F | 468 | $43.85 | D | 884 | D | |
| Common StockF4 | Mar 9, 2017 | M | 1,288 | $0.00 | A | 2,172 | D | |
| Common Stock | Mar 9, 2017 | F | 407 | $43.85 | D | 1,765 | 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 7, 2017 | M | 76 | D | Mar 7, 2015 | — | Common Stock | 1,508 | 604 | D |
| Stock OptionsF7 | $20.05 | Mar 7, 2017 | M | 196 | D | Mar 7, 2015 | Mar 7, 2024 | Common Stock | 3,904 | 1,562 | D |
| Restricted Stock UnitsF5,F3,F6 | $0.00 | Mar 9, 2017 | M | 1,305 | D | Mar 9, 2017 | — | Common Stock | 6,527 | 5,222 | D |
| Restricted Stock UnitsF5,F4,F6 | $0.00 | Mar 9, 2017 | M | 1,288 | D | Mar 9, 2017 | — | Common Stock | 1,288 | 0 | D |
Explanation of responses
- F1Represents 5% vesting on March 7, 2017. The original grant was 1,508 restricted stock units, with 20% vesting on March 7, 2015, 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 20% vesting on March 9, 2017. The original grant was 6,527 restricted stock units, with 20% vesting on March 9, 2017, and the remaining 80% vesting in equal quarterly installments over the remaining 4 years.
- F4Represents 100% vesting on March 9, 2017. The original grant was 1,288 restricted stock units, which were granted on March 9, 2016. As part of the Company's 2016 Corporate Incentive Plan (CICP), Mr. Kouninis elected to receive half of his annual bonus in RSUs.
- 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.
- F7Options vested 20% on March 7, 2015, with the remaining 80% vesting in equal quarterly installments over the next four years.