Sec Form 4 Filing - Trefler Leon @ PEGASYSTEMS INC - 2017-03-02

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 Trefler Leon 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) SVP, Global Customer Success (Last) (First) (Middle) C/O PEGASYSTEMS INC., 1 ROGERS STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/02/2017 (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 03/02/2017 M 619 ( 1 ) A $ 0 8,399 D Common Stock 03/02/2017 F 213 D $ 45.2 8,186 D Common Stock 03/02/2017 M 3,880 A $ 0 12,066 D Common Stock 03/02/2017 F 1,611 D $ 44.4 10,455 D Common Stock 03/02/2017 S 2,269 D $ 44.42 ( 2 ) 8,186 D Common Stock 03/02/2017 M 6,390 A $ 0 14,576 D Common Stock 03/02/2017 F 3,644 D $ 44.4 10,932 D Common Stock 03/02/2017 S 2,746 D $ 44.37 ( 3 ) 8,186 D Common Stock 03/02/2017 M 7,000 A $ 0 15,186 D Common Stock 03/02/2017 F 4,193 D $ 44.35 10,993 D Common Stock 03/02/2017 S 2,807 D $ 44.36 ( 4 ) 8,186 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 (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 ( 5 ) $ 0 03/02/2017 M 619 ( 1 ) 03/02/2016 ( 6 ) Common Stock 12,383 $ 0 7,431 D Stock Options $ 5.94 03/02/2017 M 3,880 12/11/2009 12/11/2018 Common Stock 5,880 ( 7 ) $ 0 0 D Stock Options $ 16.15 03/02/2017 M 6,390 12/15/2010 12/15/2019 Common Stock 3,690 ( 8 ) $ 0 0 D Stock Options Units $ 18.02 03/02/2017 M 7,000 03/01/2011 03/01/2020 Common Stock 18,672 ( 9 ) $ 0 8,870 D Restricted Stock Units ( 5 ) $ 0 03/02/2017 A 7,387 ( 10 ) 03/02/2018 ( 6 ) Common Stock 7,387 $ 0 7,387 D Stock Options $ 44.3 03/02/2017 A 24,382 ( 11 ) 03/02/2018 03/02/2027 Common Stock 24,382 $ 0 24,382 D Restricted Stock Units $ 0 03/02/2017 A 1,865 ( 12 ) 03/02/2018 ( 6 ) Common Stock 1,865 $ 0 1,865 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Trefler Leon C/O PEGASYSTEMS INC. 1 ROGERS STREET CAMBRIDGE, MA02142 SVP, Global Customer Success Signatures /s/ Janet Mesrobian, Esq., Attorney-In-Fact for Leon Trefler 03/06/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 5% vesting on March 2, 2017. The original grant was 12,383 restricted stock units, with 20% vesting on March 2, 2016, and the remaining 80% vesting in equal quarterly installments over the remaining 4 years. ( 2 )Represents the weighted average of the sale prices on March 2, 2017, ranging from $44.40 and $44.43. ( 3 )Represents the weighted average of the sale prices on March 2, 2017, ranging from $44.35 and $44.43. ( 4 )Represents the weighted average of the sale prices on March 2, 2017, ranging from $44.35 and $44.38. ( 5 )Each restricted stock unit represents the right to receive, following vesting, one share of Pegasystems Inc.'s common stock. ( 6 )Once vested, the shares of common stock are not subject to expiration. ( 7 )The grant of restricted stock units was previously reported as 2,940, but has been adjusted to reflect a 2-for-1 stock split that occurred on April 1, 2014. ( 8 )The grant of restricted stock units was previously reported as 1,845, but has been adjusted to reflect a 2-for-1 stock split that occurred on April 1, 2014. ( 9 )The grant of restricted stock units was previously reported as 9,336, but has been adjusted to reflect a 2-for-1 stock split that occurred on April 1, 2014. ( 10 )RSUs vest 20% on March 2, 2018, and the remaining 80% vest in equal quarterly installments over the remaining four years. ( 11 )Options vest 20% on March 2, 2018, and the remaining 80% vest in equal quarterly installments over the remaining four years. ( 12 )Represents 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 2, 2017. All RSUs vest 100% on March 2, 2018, subject to attainment of the CICP performance threshold for the year ending December 31, 2017.

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