UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
(Amendment No. 24)*
 
 
 
Pegasystems Inc.
 
(Name of Issuer)
 
Common Stock, $.01 par value per share
 
(Title of Class of Securities)
 
 
705573 103
 
                                    (CUSIP Number)                                    
 September 30, 2024
 
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
☐    Rule 13d-1(b)
 
☐    Rule 13d-1(c)
 
☒    Rule 13d-1(d)
 
*    The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 705573 10 3
  1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
            Alan Trefler
            N/A
  2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  
(b)  
  3.
SEC Use Only
 
  4.
Citizenship or Place of Organization
 
            United States
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
 
 
  5.    Sole Voting Power
 
             38,594,545(1)
  6.    Shared Voting Power
 
               1,653,503(2)
  7.    Sole Dispositive Power
 
            38,594,545(1)
  8.    Shared Dispositive Power
 
            1,653,503(2)
  9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
                       40,248,048(3)
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
    
11.
Percent of Class Represented by Amount in Row (9)
 
                       46.7 %(4)
12.
Type of Reporting Person (See Instructions)
 
            IN

(1) Consists of (1) 17,364,538 shares of Common Stock held by Mr. Trefler, individually; (2) 5,067,271 shares held by the Alan N. Trefler Grantor Retained Annuity Trust I of 2023, of which Mr. Trefler is the sole trustee; (3) 2,190,736 shares held by the Alan N. Trefler Grantor Retained Annuity Trust II of 2023, of which Mr. Trefler is the sole trustee; (4) 7,500,000 shares held by the Alan N. Trefler Grantor Retained Annuity Trust I of 2024, of which Mr. Trefler is the sole trustee; (5) 6,000,000 shares held by the Alan N. Trefler Grantor Retained Annuity Trust II of 2024, of which Mr. Trefler is the sole trustee; and (6) 472,516 shares which Mr. Trefler has the right to acquire within 60 days of September 30, 2024.

(2) Consists of (1) 1,605,503 shares held by the Alan N. Trefler Irrevocable Non-GST Trust of 2022, of which Daniel Sherman and Pamela Trefler are the trustees and of which Mr. Trefler has ability to appoint and remove trustees; and (2) 48,000 shares held by the Trefler Foundation, of which Mr. Trefler is a trustee and shares voting and dispositive power over these shares, but has no pecuniary interest in these shares.

(3) Consists of (1) 17,364,538 shares of Common Stock held by Mr. Trefler, individually; (2) 5,067,271 shares held by the Alan N. Trefler Grantor Retained Annuity Trust I of 2023, of which Mr. Trefler is the sole trustee; (3) 2,190,736 shares held by the Alan N. Trefler Grantor Retained Annuity Trust II of 2023, of which Mr. Trefler is the sole trustee; (4) 7,500,000 shares held by the Alan N. Trefler Grantor Retained Annuity Trust I of 2024, of which Mr. Trefler is the sole trustee; (5)
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6,000,000 shares held by the Alan N. Trefler Grantor Retained Annuity Trust II of 2024, of which Mr. Trefler is the sole trustee; (6) 472,516 shares which Mr. Trefler has the right to acquire within 60 days of September 30, 2024; (7) 1,605,503 shares held by the Alan N. Trefler Irrevocable Non-GST Trust of 2022, of which Daniel Sherman and Pamela Trefler are the trustees and of which Mr. Trefler has ability to appoint and remove trustees; and (8) 48,000 shares held by the Trefler Foundation, of which Mr. Trefler is a trustee and shares voting and dispositive power over these shares, but has no pecuniary interest in these shares.

(4) The percent of class was based on 85,753,808 shares of common stock outstanding as of October 16, 2024 plus the 472,516 shares which Mr. Trefler has the right to acquire within 60 days of September 30, 2024.

3


Item 1.
(a)
Name of Issuer
 
Pegasystems Inc.
(b)
Address of Issuer’s Principal Executive Offices
 
1 Main Street
Cambridge, MA 02142
Item 2. 
(a)
Name of Person Filing
 
Alan Trefler
(b)
Address of Principal Business Office or, if none, Residence
 
The business address of the reporting person is:
 
c/o Pegasystems Inc.
1 Main Street
Cambridge, MA 02142
(c)
Citizenship
 
United States
(d)
Title of Class of Securities
 
Common Stock, $.01 par value per share (the “Common Stock”), of Pegasystems Inc.
(e)
CUSIP Number
 
705573 10 3
Item 3.If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)Not Applicable.
Item 4.Ownership
(a)Amount beneficially owned:
 An aggregate of 40,248,808 shares of Common Stock, consisting of (1) 17,364,538 shares of Common Stock held by Mr. Trefler, individually; (2) 5,067,271 shares held by the Alan N. Trefler Grantor Retained Annuity Trust I of 2023, of which Mr. Trefler is the sole trustee; (3) 2,190,736 shares held by the Alan N. Trefler Grantor Retained Annuity Trust II of 2023, of which Mr. Trefler is the sole trustee; (4) 7,500,000 shares held by the Alan N. Trefler Grantor Retained Annuity Trust I of 2024, of which Mr. Trefler is the sole trustee; (5) 6,000,000 shares held by the Alan N. Trefler Grantor Retained Annuity Trust II of 2024, of which Mr. Trefler is the sole trustee; (6) 472,516 shares which Mr. Trefler has the right to acquire within 60 days of September 30, 2024; (7) 1,605,503 shares held by the Alan N. Trefler Irrevocable Non-GST Trust of 2022, of which Daniel Sherman and Pamela Trefler are the trustees and of which Mr. Trefler has ability to appoint and remove trustees; and (8) 48,000 shares held by the Trefler Foundation, of which Mr. Trefler is a trustee and shares voting and dispositive power over these shares, but has no pecuniary interest in these shares.
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(b)
Percent of class:
 
46.7 % of the outstanding shares of Common Stock. The foregoing percentage was calculated based on the 85,753,808 shares of Common Stock disclosed by the Issuer as outstanding as of October 16, 2024, and 472,516 shares, which Mr. Trefler has the right to acquire within sixty days of September 30, 2024.
(c)Number of shares as to which the person has:
 (i)
Sole power to vote or to direct the vote of 38,594,545 shares.
 (i)Shared power to vote or to direct the vote of 1,653,503 shares.
 (i)Sole power to dispose or to direct the disposition of 38,594,545 shares.
 (i)
Shared power to dispose or to direct the disposition of 1,653,503 shares.
 
 
Item 5.Ownership of Five Percent or Less of a Class
N/A
Item 6.Ownership of More than Five Percent on Behalf of Another Person.
N/A
 
Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
N/A
Item 8.Identification and Classification of Members of the Group
N/A
Item 9.Notice of Dissolution of Group
N/A
 Item 10. Certification
 
N/A



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SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
                                     
November 12, 2024
Date

/s/ Alan Trefler
Signature

Alan Trefler
Name/Title



 
 


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