Sec Form 4 Filing - KOUNINIS EFSTATHIOS A @ PEGASYSTEMS INC - 2018-09-06

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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
KOUNINIS EFSTATHIOS A
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)
VP of Finance & CAO
(Last) (First) (Middle)
C/O PEGASYSTEMS INC., 1 ROGERS STREET
3. Date of Earliest Transaction (MM/DD/YY)
09/06/2018
(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 09/06/2018 S 338 D $ 63 0 D
Common Stock 09/07/2018 M 76 ( 1 ) A $ 0 76 D
Common Stock 09/07/2018 F 23 D $ 63.25 53 D
Common Stock 09/07/2018 M 194 A $ 20.05 247 D
Common Stock 09/07/2018 F 101 ( 2 ) D $ 63.8 146 D
Common Stock 09/07/2018 S 93 D $ 63.83 53 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 ( 3 ) $ 0 09/07/2018 M 76 ( 1 ) 03/07/2015 ( 4 ) Common Stock 76 $ 0 152 D
Stock Options $ 20.05 09/07/2018 M 194 03/07/2015( 5 ) 03/07/2024 Common Stock 194 $ 0 566 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KOUNINIS EFSTATHIOS A
C/O PEGASYSTEMS INC.
1 ROGERS STREET
CAMBRIDGE, MA02142
VP of Finance & CAO
Signatures
/s/ Janet Mesrobian, Esq., Attorney-In-Fact for Efstathios Kouninis 09/10/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 5% vesting on September 7, 2018. The original grant was 1508 restricted stock units, with 20% vesting on March 7, 2015, and the remaining 80% vesting in equal quarterly installments over the remaining 4 years.
( 2 )Represents the exercise price of the Stock Options referenced in Table II and Mr. Kouninis' tax liability, which were paid by way of withholding by the Company of shares of equal value.
( 3 )Each restricted stock unit represents the right to receive, following vesting, one share of the issuer's common stock.
( 4 )Once vested, the shares of common stock are not subject to expiration.
( 5 )Options vested 20% on September 7, 2015, with the remaining 80% vesting in equal quarterly installments over the next 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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