Pegasystems (PEGA) Form 4 PEGASYSTEMS / MICHAEL R PYLE ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

PYLE MICHAEL R

(Last) (First) (Middle)

C/O PEGASYSTEMS INC.

1 ROGERS STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

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)
Senior VP, Engineering

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	05/18/2020		M		13,700	A	$18.03	22,494	D
Common Stock	05/18/2020		F		7,100	D	$88(1)	15,394	D
Common Stock	05/18/2020		M		22,772	A	$20.05	38,166	D
Common Stock	05/18/2020		F		12,987	D	$88(1)	25,179(2)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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	$18.03	05/18/2020		M			13,700	03/07/2013(3)	03/07/2022	Common Stock	13,700(4)	$0.00	0	D
Stock Options	$20.05	05/18/2020		M			22,772	03/07/2015(5)	03/07/2024	Common Stock	22,772(6)	$0.00	0	D

Explanation of Responses:

1. Represents the exercise price of the Stock Options referenced in Table II and Mr. Pyle's tax liability, which were paid by the Company withholding shares of equal value.

2. Does not include shares of common stock subject to unvested restricted stock units and/or options awards.

3. Options vested 20% on March 7, 2013, with the remaining 80% vesting in equal quarterly installments over the next four years.

4. The grant of stock options was previously reported as 6,850, but has been adjusted to reflect a 2-for-1 stock split that occurred April 1, 2014.

5. Options vested 20% on March 7, 2015, with the remaining 80% vesting in equal quarterly installments over the next four years.

6. The grant of stock options was previously reported as 11,386, but has been adjusted to reflect a 2-for-1 stock split that occurred April 1, 2014.

Remarks:

	/s/ Donald L. Lancaster, Attorney-in-Fact for Michael R. Pyle	05/19/2020
	** Signature of Reporting Person	Date
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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