705573 103 (CUSIP Number) |
CUSIP No. 705573 10 3 |
1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Alan Trefler N/A | ||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) | ||||
3. | SEC Use Only | ||||
4. | Citizenship or Place of Organization United States |
Number of Shares Beneficially Owned by Each Reporting Person With | 5. Sole Voting Power 38,594,545(1) | ||||
6. Shared Voting Power 1,653,503(2) | |||||
7. Sole Dispositive Power 38,594,545(1) | |||||
8. Shared Dispositive Power 1,653,503(2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person 40,248,048(3) | ||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | ||||
11. | Percent of Class Represented by Amount in Row (9) 46.7 %(4) | ||||
12. | Type of Reporting Person (See Instructions) IN |
Item 1. | |||||
(a) | Name of Issuer Pegasystems Inc. | ||||
(b) | Address of Issuer’s Principal Executive Offices 1 Main Street Cambridge, MA 02142 |
Item 2. | |||||
(a) | Name of Person Filing Alan Trefler | ||||
(b) | Address of Principal Business Office or, if none, Residence The business address of the reporting person is: c/o Pegasystems Inc. 1 Main Street Cambridge, MA 02142 |
(c) | Citizenship United States | ||||
(d) | Title of Class of Securities Common Stock, $.01 par value per share (the “Common Stock”), of Pegasystems Inc. | ||||
(e) | CUSIP Number 705573 10 3 | ||||
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||||
(a) | Not Applicable. | ||||
Item 4. | Ownership | ||||
(a) | Amount beneficially owned: | ||||
An aggregate of 40,248,808 shares of Common Stock, consisting of (1) 17,364,538 shares of Common Stock held by Mr. Trefler, individually; (2) 5,067,271 shares held by the Alan N. Trefler Grantor Retained Annuity Trust I of 2023, of which Mr. Trefler is the sole trustee; (3) 2,190,736 shares held by the Alan N. Trefler Grantor Retained Annuity Trust II of 2023, of which Mr. Trefler is the sole trustee; (4) 7,500,000 shares held by the Alan N. Trefler Grantor Retained Annuity Trust I of 2024, of which Mr. Trefler is the sole trustee; (5) 6,000,000 shares held by the Alan N. Trefler Grantor Retained Annuity Trust II of 2024, of which Mr. Trefler is the sole trustee; (6) 472,516 shares which Mr. Trefler has the right to acquire within 60 days of September 30, 2024; (7) 1,605,503 shares held by the Alan N. Trefler Irrevocable Non-GST Trust of 2022, of which Daniel Sherman and Pamela Trefler are the trustees and of which Mr. Trefler has ability to appoint and remove trustees; and (8) 48,000 shares held by the Trefler Foundation, of which Mr. Trefler is a trustee and shares voting and dispositive power over these shares, but has no pecuniary interest in these shares. |
(b) | Percent of class: 46.7 % of the outstanding shares of Common Stock. The foregoing percentage was calculated based on the 85,753,808 shares of Common Stock disclosed by the Issuer as outstanding as of October 16, 2024, and 472,516 shares, which Mr. Trefler has the right to acquire within sixty days of September 30, 2024. | |||||||
(c) | Number of shares as to which the person has: | |||||||
(i) | Sole power to vote or to direct the vote of 38,594,545 shares. | |||||||
(i) | Shared power to vote or to direct the vote of 1,653,503 shares. | |||||||
(i) | Sole power to dispose or to direct the disposition of 38,594,545 shares. | |||||||
(i) | Shared power to dispose or to direct the disposition of 1,653,503 shares. |
Item 5. | Ownership of Five Percent or Less of a Class | ||||
N/A | |||||
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | ||||
N/A |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. | ||||
N/A | |||||
Item 8. | Identification and Classification of Members of the Group | ||||
N/A | |||||
Item 9. | Notice of Dissolution of Group | ||||
N/A |