Kenneth Stillwell Form 4 PEGASYSTEMS / KENNETH STILLWELL 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^*

STILLWELL KENNETH

(Last) (First) (Middle)

C/O PEGASYSTEMS INC.

ONE MAIN 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)
COO, CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2024

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	03/07/2024		M		4,631(1)	A	$0	22,374	D
Common stock	03/07/2024		F		1,823(2)	D	$63.37	20,551	D
Common stock	03/07/2024		M		10,442(3)	A	$0	30,993	D
Common stock	03/07/2024		F		4,109(2)	D	$63.37	26,884(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 (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
Restricted Stock Units(5)	$0	03/07/2024		M			4,631(1)	03/07/2024	(6)	Common stock	4,631	$0	0	D
Restricted Stock Units(5)	$0	03/07/2024		M			10,442(3)	03/07/2024	(6)	Common stock	10,442	$0	31,326	D

Explanation of Responses:

1. Represents 100% vesting on March 7, 2024. The original grant was 4,631 restricted stock units, which were granted on March 7, 2023. As part of the Company's 2023 Corporate Incentive Compensation Plan (CICP), Mr. Stillwell elected to receive half of his annual bonus in RSUs.

2. Tendered to issuer to satisfy tax withholding obligations of the reporting person, exempted pursuant to Rule 16b-3(e).

3. Represents a 25% vesting on March 7, 2024. The original grant was 41,768 restricted stock units, with the remaining 75% vesting in equal quarterly installments over the remaining three years.

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

5. Each restricted stock unit represents the right to receive, following vesting, one share of the issuer's common stock.

6. Once vested, the shares of common stock are not subject to expiration.

Remarks:

	/s/ Ewelina Kemp, Attorney-in-Fact for Kenneth Stillwell	03/11/2024
	** 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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