SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
KOUNINIS EFSTATHIOS A
(Last) (First) (Middle)
C/O PEGASYSTEMS INC.
ONE MAIN STREET
(Street)
CAMBRIDGE MA 02142
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PEGASYSTEMS INC [ PEGA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP of Finance & CAO
3. Date of Earliest Transaction (Month/Day/Year)
08/30/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common stock 08/30/2024 M 2,360 A $33.9 2,362 D
Common stock 08/30/2024 F 1,428 D $71(1) 934 D
Common stock 08/30/2024 S 932 D $71 2 D
Common stock 09/03/2024 M 102(2) A $0 104 D
Common stock 09/03/2024 F 25(3) D $70.88 79 D
Common stock 09/03/2024 M 53(4) A $0 132 D
Common stock 09/03/2024 F 13(3) D $70.88 119 D
Common stock 09/03/2024 M 77(5) A $0 196 D
Common stock 09/03/2024 F 19(3) D $70.88 177(6) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $33.9 08/30/2024 M 2,360(7) 02/02/2023 11/02/2032 Common stock 2,360 $0 10,620 D
Restricted Stock Units(8) $0 09/03/2024 M 102(2) 03/01/2023 (9) Common stock 102 $0 1,029 D
Restricted Stock Units(8) $0 09/03/2024 M 53(4) 03/02/2022 (9) Common stock 53 $0 317 D
Restricted Stock Units(8) $0 09/03/2024 M 77(5) 03/03/2021 (9) Common stock 77 $0 153 D
Explanation of Responses:
1. Represents the exercise price of the stock options referenced in Table II and Mr. Kouninis's tax liability, which were paid by way of the Company withholding shares of equal value.
2. Represents a 5% vesting on September 1, 2024, with a release date of September 3, 2024, the first business day following vesting. The original grant was 2,057 restricted stock units, with 20% vesting on March 1, 2023, with the remaining 80% vesting in equal quarterly installments over the remaining four years.
3. Tendered to issuer to satisfy tax withholding obligations of the reporting person, exempted pursuant to Rule 16b-3(e).
4. Represents a 5% vesting on September 2, 2024, with a release date of September 3, 2024, the first business day following vesting. The original grant was 1,057 restricted stock units, with 20% vesting on March 2, 2022, with the remaining 80% vesting in equal quarterly installments over the remaining four years.
5. Represents a 5% vesting on September 3, 2024. The original grant was 1,533 restricted stock units, with 20% vesting on March 3, 2021, and the remaining 80% vesting in equal quarterly installments over the remaining four years.
6. Does not include shares of common stock subject to unvested restricted stock units and/or options awards.
7. Options will vest in equal quarterly installments over a four year period. The first vest occurred on February 2, 2023.
8. Each restricted stock unit represents the right to receive, following vesting, one share of the issuer's common stock.
9. Once vested, the shares of common stock are not subject to expiration.
Remarks:
/s/ Ewelina Kemp, Attorney-in-Fact for Efstathios A. Kouninis 09/04/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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