Sec Form 4 Filing - JONES RICHARD H @ PEGASYSTEMS INC - 2016-06-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person JONES RICHARD H 2. Issuer Name and Ticker or Trading Symbol PEGASYSTEMS INC [ PEGA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PEGASYSTEMS INC., 1 ROGERS STREET 3. Date of Earliest Transaction (MM/DD/YY) 06/10/2016 (Street) CAMBRIDGE, MA02142 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/10/2016 M 1,151 ( 1 ) A $ 27.16 646,909 D Common Stock 06/10/2016 M 0 A $ 0 81,989 ( 2 ) I Jones Family Foundation

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Restricted Stock Units ( 3 ) $ 0 06/10/2016 M 4,603 ( 4 ) 06/10/2016 ( 5 ) Common Stock 4,603 $ 0 4,603 D Restricted Stock Units ( 3 ) $ 0 06/10/2016 M 1,151 ( 1 ) 06/10/2016 ( 5 ) Common Stock 4,603 $ 0 3,452 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other JONES RICHARD H C/O PEGASYSTEMS INC. 1 ROGERS STREET CAMBRIDGE, MA02142 X Signatures /s/ Janet Mesrobian Esq., Attorney-in-Fact for Richard Jones 06/14/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 25% vesting on June 10, 2016. Original grant was 4,603 restricted stock units (RSUs). The remaining 75% vests in equal quarterly installments over the next three quarters. ( 2 )Shares owned by the Jones Family Foundation, as which Mr. Jones has no pecuniary interest. ( 3 )Each RSU represents the right to receive, following vesting, one share of Pegasystems Inc.'s common stock. ( 4 )Represents a grant of 4,603 RSUs on June 10, 2016, in consideration for Mr. Jones' service as a member of the Company's Board of Directors. These RSUs will vest in equal quarterly amounts with 25% vesting on the grant date, and the remaining 75% vesting over the next three quarters. ( 5 )Once vested, the shares of common stock are not subject to expiration.

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).

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