Sec Form 4 Filing - JONES RICHARD H @ PEGASYSTEMS INC - 2022-05-24

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., ONE MAIN STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/24/2022 (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 17,181 D Common stock 05/24/2022 J( 1 ) 1,215 A $ 47.16 14,339 I Patricia Jones Revocable Trust Common stock 85,584 I Patricia Jones Cornerstone Trust Common stock 05/27/2022 J( 2 ) 75,000 A $ 49.54 427,691 I Richard H. Jones Revocable Trust Common stock 75,000( 3 ) I Richard H. Jones, Sr. 2022-A Grantor Retained Annuity Trust Common stock 352,691( 3 ) I Richard H. Jones Revocable Trust

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other JONES RICHARD H C/O PEGASYSTEMS INC. ONE MAIN STREET CAMBRIDGE, MA02142 X Signatures /s/ Jenna L. Burstyn, Attorney-in-Fact for Richard H. Jones 06/01/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 24, 2022, the Patricia Jones Cornerstone Trust ("Cornerstone Trust"), a trust established for the benefit of Mrs. Jones' family, swapped 1,215 shares of Pega stock with a value of $57,293.33 in exchange for the equivalent amount of cash from the Patricia Jones Revocable Trust. The withdrawal of shares from the Cornerstone Trust resulted in a decrease in the number of shares held by the Cornerstone Trust and a corresponding increase in the number of shares held by the Patricia Jones Revocable Trust. The reporting person believes that these transactions constitute exempted transactions by Rule 16a-13 under the Securities Exchange Act of 1934. ( 2 )On May 27, 2022, the Richard H. Jones Revocable Trust withdrew 75,000 shares of Pegasystems common stock from the Richard H Jones, Sr. 2022 Grantor Retained Annuity Trust ("2022 GRAT"), a grantor retained annuity trust previously established by the Richard H. Jones Revocable Trust on March 17, 2022, in exchange for a promissory note in the principal amount of $3,730,500. The withdrawal from the 2022 GRAT resulted in a decrease in the number of shares Mr. Jones owns indirectly through the 2022 GRAT and a corresponding increase in the number of shares Mr. Jones beneficially owns indirectly through the Richard H. Jones Revocable Trust. The reporting person believes that his withdrawal of shares from the 2022 GRAT constitutes a transaction exempted by Rule 16a-13 under the Securities Exchange Act of 1934. ( 3 )On May 31, 2022, after giving effect to the transactions described in footnote 2 above, the Richard H. Jones Revocable Trust contributed 75,000 shares of Pegasystems common stock to the Richard H. Jones, Sr. 2022-A Grantor Retained Annuity Trust, a grantor retained annuity trust established on May 31, 2022 by the Richard H. Jones Revocable Trust for the benefit of the reporting person (the "2022-A GRAT"). The reporting person is the sole trustee and sole annuitant of the 2022-A GRAT and, therefore, the reporting person believes that this transaction is exempted by Rule 16a-13 under the Securities Exchange Act of 1934.

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).

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