SEC Form 4 · accession 0001209191-18-017801

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 5, 2018

Accepted (ET)

Mar 7, 2018 · 6:15 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
Common Stock	Mar 5, 2018	M	1,687	$20.49	A	3,742	D
Common Stock^F1	Mar 5, 2018	F	912	$58.80	D	2,830	D
Common Stock^F2	Mar 5, 2018	S	775	$58.85	D	2,055	D
Common Stock	Mar 5, 2018	M	196	$20.05	A	2,251	D
Common Stock^F1	Mar 5, 2018	F	105	$58.75	D	2,146	D
Common Stock	Mar 5, 2018	S	91	$58.75	D	2,055	D
Common Stock	Mar 5, 2018	M	1,296	$11.05	A	3,351	D
Common Stock^F1	Mar 5, 2018	F	554	$58.90	D	2,797	D
Common Stock	Mar 5, 2018	S	742	$58.93	D	2,055	D
Common Stock	Mar 6, 2018	M	2,250	$44.30	A	4,305	D
Common Stock	Mar 6, 2018	F	1,833	$60.10	D	2,472	D
Common Stock^F3	Mar 6, 2018	S	417	$60.12	D	2,055	D
Common Stock^F4	Mar 6, 2018	S	500	$60.53	D	1,555	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 Units^F5,F6,F7	$0.00	Mar 5, 2018	A	2,558	A	Mar 5, 2019	—	Common Stock	2,558	2,558	D
Stock Options^F8	$58.95	Mar 5, 2018	A	8,233	A	Mar 5, 2019	Mar 5, 2028	Common Stock	8,233	8,233	D
Restricted Stock Units^F5,F9,F7	$0.00	Mar 5, 2018	A	890	A	Mar 5, 2019	—	Common Stock	890	890	D
Stock Options^F10	$20.49	Mar 5, 2018	M	1,687	D	Mar 2, 2016	Mar 2, 2025	Common Stock	1,687	6,748	D
Stock Options^F11	$20.05	Mar 5, 2018	M	196	D	Mar 7, 2015	Mar 7, 2024	Common Stock	196	1,170	D
Stock Options^F12	$11.05	Mar 5, 2018	M	1,296	D	Dec 12, 2013	Dec 12, 2022	Common Stock	1,296	0	D
Stock Options^F13	$44.30	Mar 6, 2018	M	2,250	D	Mar 2, 2018	Mar 2, 2027	Common Stock	2,250	9,003	D

Explanation of responses

F1Represents the exercise price of the Stock Options referenced in Table II and Mr. Kouninis' tax liability, which were paid by way of withholding by Pegasystems Inc. (the "Company") of shares of equal value.
F10Options vested 20% on March 2, 2016, with the remaining 80% vesting in equal quarterly installments over the next four years.
F11Options vested 20% on March 7, 2015, with the remaining 80% vesting in equal quarterly installments over the next four years.
F12Options vested 20% on December 12, 2013, with the remaining 80% vesting in equal quarterly installments over the next four years.
F13Options vest 20% on March 2, 2018, and the remaining 80% vest in equal quarterly installments over the remaining four years.
F2Represents the weighted average of the sale prices on March 5, 2018, ranging from $58.83 to $58.85.
F3Represents the weighted average of the sale prices on March 6, 2018, ranging from $60.12 to $60.13.
F4Does not include shares of common stock subject to unvested restricted stock units and options awards.
F5Each restricted stock unit represents the right to receive, following vesting, one share of the Company's common stock.
F6RSUs will vest 20% on March 5, 2019, with the remaining 80% vesting in equal quarterly installments over the remaining four years.
F7Once vested, the shares of common stock are not subject to expiration.
F8Stock options will vest 20% on March 5, 2019, with the remaining 80% vesting in equal quarterly installments over the remaining four years.
F9Represents election by the individual, as part of the Company's Corporate Incentive Plan (CICP), to receive half of their annual bonus in RSUs, based upon the Company's stock price as of March 5, 2018. All RSUs vest 100% on March 5, 2019, subject to attainment of the CICP performance threshold funding for the year ending December 31, 2018.