Sec Form 4 Filing - STILLWELL KENNETH @ PEGASYSTEMS INC - 2018-04-02

Insider filing report for Changes in Beneficial Ownership
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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
STILLWELL KENNETH
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)
CFO, SVP
(Last) (First) (Middle)
C/O PEGASYSTEMS INC, ONE ROGERS STREET
3. Date of Earliest Transaction (MM/DD/YY)
04/02/2018
(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 04/02/2018 M 3,500 A $ 27.74 12,176 D
Common Stock 04/02/2018 F 2,452 ( 1 ) D $ 60.2 9,724 D
Common Stock 04/02/2018 S 2,048 ( 2 ) D $ 60.21 ( 3 ) 7,676 ( 4 ) 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
Stock Options $ 27.74 04/02/2018 M 3,500 08/01/2017( 5 ) 08/01/2026 Common Stock 3,500 $ 0 157,562 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STILLWELL KENNETH
C/O PEGASYSTEMS INC
ONE ROGERS STREET
CAMBRIDGE, MA02142
CFO, SVP
Signatures
/s/ Janet Mesrobian, Esq., Attorney-In-Fact for Kenneth Stillwell 04/04/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the exercise price of the Stock Options referenced in Table II and Mr. Stillwell's tax liability, which were paid by way of withholding by the issuer of shares of equal value.
( 2 )Sold pursuant to a pre-arranged stock trading plan under rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
( 3 )Represents the weighted average of the sale prices, ranging from $59.90 to $60.55. The individual has provided the issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price.
( 4 )Does not include shares of common stock subject to unvested restricted stock units and options awards.
( 5 )Options vest 20% on August 1, 2017, and the remaining 80% vest in equal quarterly installments over the remaining four years.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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