SEC Form 4 · accession 0001209191-19-018205
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 6, 2019
Accepted (ET)
Mar 8, 2019 · 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 StockF1,F2 | Mar 8, 2019 | S | 5,000 | $63.96 | D | 8,169 | 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 UnitsF3,F4,F5 | $0.00 | Mar 6, 2019 | A | 8,586 | A | Mar 6, 2020 | — | Common Stock | 8,586 | 8,586 | D |
| Stock OptionsF6 | $64.35 | Mar 6, 2019 | A | 29,240 | A | Mar 6, 2020 | Mar 6, 2029 | Common Stock | 29,240 | 29,240 | D |
| Restricted Stock UnitsF3,F7,F5 | $0.00 | Mar 6, 2019 | A | 2,650 | A | Mar 6, 2020 | — | Common Stock | 2,650 | 2,650 | D |
Explanation of responses
- F1Represents the weighted average of the sale prices, ranging from $63.90 to $64.00. 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.
- F2Does not include shares of common stock subject to unvested restricted stock units and/or options awards.
- F3Each restricted stock unit represents the right to receive, following vesting, one share of the issuer's common stock.
- F4RSUs will vest 20% on March 6, 2020, with the remaining 80% vesting in equal quarterly installments over the remaining four years.
- F5Once vested, the shares of common stock are not subject to expiration.
- F6Options will vest 20% on March 6, 2020, with the remaining 80% vesting in equal quarterly installments over the remaining four years.
- F7Represents 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 6, 2019. All RSUs vest 100% on March 6, 2020, subject to attainment of the CICP performance threshold funding for the year ending December 31, 2019.