SEC Form 4 · accession 0001209191-18-007628
PEGASYSTEMS INC · PEGA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth Stillwell
Officer — CFO, SVP
Period of report
Feb 1, 2018
Accepted (ET)
Feb 5, 2018 · 5:55 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 | Feb 1, 2018 | M | 2,186 | $0.00 | A | 3,372 | D | |
| Common Stock | Feb 1, 2018 | F | 694 | $50.85 | D | 2,678 | D | |
| Common Stock | Feb 1, 2018 | M | 3,500 | $0.00 | A | 6,178 | D | |
| Common StockF2 | Feb 1, 2018 | F | 2,382 | $50.60 | D | 3,796 | D | |
| Common StockF3,F4 | Feb 1, 2018 | S | 1,118 | $51.52 | D | 2,678 | D | |
| Common StockF3,F4,F5 | Feb 1, 2018 | S | 2,678 | $51.52 | 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 UnitsF6,F1,F7 | $0.00 | Feb 1, 2018 | M | 2,186 | D | Aug 1, 2017 | — | Common Stock | 43,732 | 28,426 | D |
| Stock OptionsF7 | $27.74 | Feb 1, 2018 | M | 3,500 | D | Aug 1, 2017 | Aug 1, 2026 | Common Stock | 211,516 | 187,516 | D |
Explanation of responses
- F1Represents 5% vesting on February 1, 2018. The original grant was 43,732 restricted stock units, with 20% vesting on August 1, 2018, 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. Stilwell's tax liability, which were paid by way of withholding by the Company of shares of equal value
- F3Sold pursuant to a pre-arranged stock trading plan under rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
- F4Represents the weighted average of the sale prices on February 1, 2018, ranging from $50.65 to $51.80.
- F5Does not include shares of common stock subject to unvested restricted stock units and option awards.
- F6Each restricted stock unit represents the right to receive, following vesting, one share of Pegasystems Inc.'s common stock.
- F7Once vested, the shares of common stock are not subject to expiration.