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    Amendment: SEC Form SC 13G/A filed by Pegasystems Inc.

    11/12/24 10:59:00 AM ET
    $PEGA
    EDP Services
    Technology
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    SC 13G/A 1 schedule13g-aforalantrefle.htm SC 13G/A Document

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
     
     
    SCHEDULE 13G
     
     
    Under the Securities Exchange Act of 1934
    (Amendment No. 24)*
     
     
     
    Pegasystems Inc.
     
    (Name of Issuer)
     
    Common Stock, $.01 par value per share
     
    (Title of Class of Securities)
     
     
    705573 103
     
                                        (CUSIP Number)                                    
     September 30, 2024
     
    (Date of Event Which Requires Filing of this Statement)
     
    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
     
    ☐    Rule 13d-1(b)
     
    ☐    Rule 13d-1(c)
     
    ☒    Rule 13d-1(d)
     
    *    The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
     
    The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

    1



    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

    (1) Consists 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; and (6) 472,516 shares which Mr. Trefler has the right to acquire within 60 days of September 30, 2024.

    (2) Consists of (1) 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 (2) 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.

    (3) Consists 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)
    2



    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.

    (4) The percent of class was based on 85,753,808 shares of common stock outstanding as of October 16, 2024 plus the 472,516 shares which Mr. Trefler has the right to acquire within 60 days of September 30, 2024.

    3



    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.
    4



    (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
     Item 10. Certification
     
    N/A



    5



    SIGNATURE
     
    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
                                         
    November 12, 2024
    Date

    /s/ Alan Trefler
    Signature

    Alan Trefler
    Name/Title



     
     


    6

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