SEC Form 4 · accession 0001209191-17-019680
PEGASYSTEMS INC · PEGA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael R Pyle
Officer — Senior VP, Engineering
Period of report
Mar 7, 2017
Accepted (ET)
Mar 9, 2017 · 5:34 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 Stock | Mar 7, 2017 | M | 4,000 | $0.00 | A | 31,726 | D | |
| Common StockF1 | Mar 7, 2017 | F | 1,665 | $44.25 | D | 30,061 | D | |
| Common StockF2,F3 | Mar 7, 2017 | S | 1,868 | $44.87 | D | 28,193 | D | |
| Common StockF4 | Mar 7, 2017 | M | 440 | $0.00 | A | 28,633 | D | |
| Common Stock | Mar 7, 2017 | F | 143 | $43.50 | D | 28,490 | D | |
| Common StockF5 | Mar 7, 2017 | M | 280 | $0.00 | A | 28,770 | D | |
| Common Stock | Mar 7, 2017 | F | 91 | $43.50 | D | 28,679 | D | |
| Common StockF6 | Mar 8, 2017 | S | 8,000 | $44.11 | D | 20,679 | D | |
| Common StockF7 | Mar 9, 2017 | M | 1,606 | $0.00 | A | 22,285 | D | |
| Common Stock | Mar 9, 2017 | F | 522 | $43.85 | D | 21,763 | D | |
| Common StockF8 | Mar 9, 2017 | M | 4,132 | $0.00 | A | 25,895 | D | |
| Common Stock | Mar 9, 2017 | F | 1,341 | $43.85 | D | 24,554 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF9 | $6.00 | Mar 7, 2017 | M | 4,000 | D | Dec 13, 2008 | Dec 13, 2017 | Common Stock | 32,000 | 20,000 | D |
| Restricted Stock OptionsF10,F4,F11 | $0.00 | Mar 7, 2017 | M | 440 | D | Mar 7, 2015 | — | Common Stock | 8,798 | 3,520 | D |
| Restricted Stock UnitsF10,F5,F11 | $0.00 | Mar 7, 2017 | M | 280 | D | Mar 7, 2013 | — | Common Stock | 5,596 | 0 | D |
| Restricted Stock UnitsF10,F7,F11 | $0.00 | Mar 9, 2017 | M | 1,606 | D | Mar 9, 2017 | — | Common Stock | 8,033 | 6,427 | D |
| Restricted Stock UnitsF10,F8,F11 | $0.00 | Mar 9, 2017 | M | 4,132 | D | Mar 9, 2017 | — | Common Stock | 4,132 | 0 | D |
Explanation of responses
- F1Represents the exercise price of the Stock Options referenced in Table II and Mr. Pyle's tax liability, which were paid by way of withholding by the Company of shares of equal value.
- F10Each restricted stock unit represents the right to receive, following vesting, one share of Pegasystems Inc.'s common stock.
- F11Once vested, the shares of common stock are not subject to expiration.
- F2Sold pursuant to a pre-arranged stock trading plan under rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
- F3Represents the weighted average of the sale prices on March 7, 2017, ranging from $44.55 to $45.25.
- F4Represents 5% vesting on March 7, 2017. The original grant was 8,798 restricted stock units, with 20% vesting on March 7, 2015, and the remaining 80% vesting in equal quarterly installments over the remaining 4 years.
- F5Represents 5% vesting on March 7, 2017. The original grant was 5,596 restricted stock units, with 20% vesting on March 7, 2013, and the remaining 80% vesting in equal quarterly installments over the remaining 4 years.
- F6Represents the weighted average of the sale prices on March 8, 2017, ranging from $43.75 to $44.40.
- F7Represents 20% vesting on March 9, 2017. The original grant was 8,033 restricted stock units, with 20% vesting on March 9, 2017, and the remaining 80% vesting in equal quarterly installments over the remaining 4 years.
- F8Represents 100% vesting on March 9, 2017. The original grant was 4,132 restricted stock units, which were granted on March 9, 2016. As part of the Company's 2016 Corporate Incentive Plan (CICP), Mr. Pyle elected to receive half of his annual bonus in RSUs.
- F9Options vested 20% on December 13, 2008, with the remaining 80% vesting in equal quarterly installments over the next four years.