SEC Form 4 · accession 0001209191-17-051655
PEGASYSTEMS INC · PEGA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Douglas I Kra
Officer — SVP, Global Customer Success
Period of report
Sep 1, 2017
Accepted (ET)
Sep 6, 2017 · 4:44 pm EDT
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 | Sep 1, 2017 | M | 1,524 | $0.00 | A | 24,817 | D | |
| Common StockF1 | Sep 1, 2017 | F | 801 | $57.70 | D | 24,016 | D | |
| Common StockF2,F3 | Sep 1, 2017 | S | 723 | $57.49 | D | 23,293 | D | |
| Common Stock | Sep 1, 2017 | M | 978 | $0.00 | A | 24,271 | D | |
| Common StockF1 | Sep 1, 2017 | F | 514 | $57.70 | D | 23,757 | D | |
| Common StockF2,F3 | Sep 1, 2017 | S | 464 | $57.49 | D | 23,293 | D | |
| Common StockF4 | Sep 5, 2017 | M | 557 | $0.00 | A | 23,850 | D | |
| Common Stock | Sep 5, 2017 | F | 263 | $57.65 | D | 23,587 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF5 | $6.00 | Sep 1, 2017 | M | 1,524 | D | Dec 13, 2008 | Dec 13, 2017 | Common Stock | 32,000 | 4,568 | D |
| Stock OptionsF6 | $5.94 | Sep 1, 2017 | M | 978 | D | Dec 11, 2009 | Dec 11, 2018 | Common Stock | 11,740 | 2,934 | D |
| Restricted Stock UnitsF7,F4,F8 | $0.00 | Sep 5, 2017 | M | 557 | D | Mar 2, 2016 | — | Common Stock | 11,145 | 5,573 | D |
Explanation of responses
- F1Represents the exercise price of the Stock Options referenced in Table II and Mr. Kra's tax liability, which were paid by way of withholding by the Company of shares of equal value.
- 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 September 1, 2017, ranging from $57.15 to $57.70.
- F4Represents 5% vesting on September 2, 2017, with a release date of September 5, 2017, the first business day following the vesting. The original grant was 11,145 restricted stock units, with 20% vesting on March 2, 2016, and the remaining 80% vesting in equal quarterly installments over the remaining 4 years.
- F5Options vested 20% on December 13, 2008, with the remaining 80% vesting in equal quarterly installments over the next four years.
- F6Options vested 20% on December 11, 2009, with the remaining 80% vesting in equal quarterly installments over the next four years.
- F7Each restricted stock unit represents the right to receive, following vesting, one share of Pegasystems Inc.'s common stock.
- F8Once vested, the shares of common stock are not subject to expiration.