SEC Form 4 · accession 0001209191-18-027765
PEGASYSTEMS INC · PEGA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth Stillwell
Officer — CFO, SVP
Period of report
May 1, 2018
Accepted (ET)
May 3, 2018 · 5:34 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 StockF1 | May 1, 2018 | M | 2,187 | $0.00 | A | 9,863 | D | |
| Common Stock | May 1, 2018 | F | 973 | $61.05 | D | 8,890 | D | |
| Common Stock | May 1, 2018 | M | 3,500 | $27.74 | A | 12,390 | D | |
| Common StockF2 | May 1, 2018 | F | 2,443 | $60.80 | D | 9,947 | D | |
| Common StockF3,F4 | May 1, 2018 | S | 2,057 | $60.93 | D | 7,890 | 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 UnitsF5,F1,F6 | $0.00 | May 1, 2018 | M | 2,187 | D | Aug 1, 2017 | — | Common Stock | 2,187 | 28,426 | D |
| Stock OptionsF7 | $27.74 | May 1, 2018 | M | 3,500 | D | Aug 1, 2017 | Aug 1, 2026 | Common Stock | 3,500 | 154,062 | D |
Explanation of responses
- F1Represents 5% vesting on May 1, 2018. The original grant was 43,732 restricted stock units, with 20% vesting on August 1, 2017, 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. Stillwell'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, ranging from $60.78 to $61.35. The individual has provided the Company, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Company, upon request, full information regarding the number of shares sold at each separate price.
- F5Each restricted stock unit represents the right to receive, following vesting, one share of the issuer's common stock.
- F6Once vested, the shares of common stock are not subject to expiration.
- F7Options vested 20% on August 1, 2017, with the remaining 80% vesting in equal quarterly installments over the next four years.