SEC Form 4 · accession 0001209191-19-017467
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 4, 2019
Accepted (ET)
Mar 6, 2019 · 5:39 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 | Mar 4, 2019 | M | 142 | $0.00 | A | 12,009 | D | |
| Common Stock | Mar 4, 2019 | F | 42 | $66.32 | D | 11,967 | D | |
| Common StockF2 | Mar 5, 2019 | M | 2,641 | $0.00 | A | 14,608 | D | |
| Common Stock | Mar 5, 2019 | F | 778 | $64.84 | D | 13,830 | D | |
| Common StockF3 | Mar 5, 2019 | S | 1,863 | $64.93 | D | 11,967 | D | |
| Common StockF4 | Mar 5, 2019 | M | 1,704 | $0.00 | A | 13,671 | D | |
| Common StockF5 | Mar 5, 2019 | F | 502 | $64.84 | D | 13,169 | 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 | Mar 4, 2019 | M | 142 | D | Mar 2, 2018 | — | Common Stock | 142 | 1,705 | D |
| Restricted Stock UnitsF6,F2,F7 | $0.00 | Mar 5, 2019 | M | 2,461 | D | Mar 5, 2019 | — | Common Stock | 2,641 | 0 | D |
| Restricted Stock UnitsF6,F4,F7 | $0.00 | Mar 5, 2019 | M | 1,704 | D | Mar 5, 2019 | — | Common Stock | 1,704 | 6,820 | D |
Explanation of responses
- F1Represents 5% vesting on March 2, 2019, with a release date of March 4, 2019, the first business day following the vesting. 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.
- F2Represents 100% vesting on March 5, 2019. The original grant was 2,641 restricted stock units, which were granted on March 5, 2018. As part of the Company's 2018 Corporate Incentive Plan (CICP), Mr. Stillwell elected to receive his half of his annual bonus in RSUs.
- F3Represents the weighted average of sale prices, from $64.92 to $65.00. 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.
- F4Represents 20% vesting on March 5, 2019. The original grant was 8,524 restricted stock units, with 20% vesting on March 5, 2019, and the remaining 80% vesting in equal quarterly installments over the remaining 4 years.
- F5Does not include shares of common stock subject to unvested restricted stock units and/or options awards.
- F6Each restricted stock unit represents the right to receive, following vesting, one share of the issuer's common stock.
- F7Once vested, the shares of common stock are not subject to expiration.