SEC Form 4 · accession 0001209191-18-016660
PEGASYSTEMS INC · PEGA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth Stillwell
Officer — CFO, SVP
Period of report
Mar 1, 2018
Accepted (ET)
Mar 5, 2018 · 5:19 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 1, 2018 | M | 3,500 | $27.74 | A | 3,500 | D | |
| Common StockF1 | Mar 1, 2018 | F | 2,206 | $58.30 | D | 1,294 | D | |
| Common StockF2,F3 | Mar 1, 2018 | S | 1,294 | $55.68 | D | 0 | D | |
| Common StockF4 | Mar 2, 2018 | M | 3,317 | $0.00 | A | 3,317 | D | |
| Common Stock | Mar 2, 2018 | F | 977 | $55.90 | D | 2,340 | D | |
| Common StockF5 | Mar 2, 2018 | M | 568 | $0.00 | A | 2,908 | D | |
| Common Stock | Mar 2, 2018 | F | 168 | $55.90 | D | 2,740 | D | |
| Common StockF2 | Mar 2, 2018 | S | 2,340 | $56.90 | D | 400 | D | |
| Common Stock | Mar 2, 2018 | M | 22,954 | $27.74 | A | 23,354 | D | |
| Common StockF1,F6 | Mar 2, 2018 | F | 14,678 | $56.85 | D | 8,676 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF7 | $27.74 | Mar 1, 2018 | M | 3,500 | D | Aug 1, 2017 | Aug 1, 2026 | Common Stock | 3,500 | 184,016 | D |
| Restricted Stock UnitsF8,F4,F9 | $0.00 | Mar 2, 2018 | M | 3,317 | D | Mar 2, 2018 | — | Common Stock | 3,317 | 0 | D |
| Restricted Stock UnitsF8,F5,F9 | $0.00 | Mar 2, 2018 | M | 568 | D | Mar 2, 2018 | — | Common Stock | 568 | 2,273 | D |
| Stock OptionsF7 | $27.74 | Mar 2, 2018 | M | 22,954 | D | Aug 1, 2017 | Aug 1, 2026 | Common Stock | 22,954 | 161,062 | D |
Explanation of responses
- F1Represents the exercise price of the Stock Options referenced in Table II and Mr. Stillwell'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 March 1, 2018, ranging from $55.35 and 56.00.
- F4Represents 100% vesting on March 2, 2018. The original grant was 3,317 restricted stock units, which were granted on March 2, 2017. As part of the Company's 2017 Corporate Incentive Plan (CICP), Mr. Stillwell elected to receive his annual Bonus in RSUs.
- F5Represents 20% vesting on March 2, 2018. The original grant was 2,841 restricted stock units, with 20% vesting on March 2, 2018, and the remaining 80% vesting in equal quarterly installments over the remaining 4 years.
- F6Does not include shares of common stock subject to unvested restricted stock units and options awards.
- F7Options vest 20% on August 1, 2017, and the remaining 80% vest in equal quarterly installments over the remaining four years.
- F8Each restricted stock unit represents the right to receive, following vesting, one share of Pegasystems Inc.'s common stock.
- F9Once vested, the shares of common stock are not subject to expiration.