SVP of Finance & CAO Kouninis Efstathios A exercised 1,400 shares at a strike of $28.57, covered exercise/tax liability with 636 shares and sold $61,594 worth of shares (598 units at $103.00) (SEC Form 4)
$PEGA
EDP Services
Technology
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PEGASYSTEMS INC [ PEGA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/05/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 06/05/2025 | M | 220(1) | A | $0 | 220 | D | |||
| Common stock | 06/05/2025 | F | 54(2) | D | $101.41 | 166 | D | |||
| Common stock | 06/05/2025 | M | 1,180 | A | $33.9 | 1,346 | D | |||
| Common stock | 06/05/2025 | F | 582 | D | $103(3) | 764 | D | |||
| Common stock | 06/05/2025 | S | 598 | D | $103 | 166(4) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | 06/05/2025 | M | 220(1) | 03/05/2025 | (6) | Common stock | 220 | $0 | 2,421 | D | ||||
| Stock Options | $33.9 | 06/05/2025 | M | 1,180(7) | 02/02/2023 | 11/02/2032 | Common stock | 1,180 | $0 | 8,260 | D | ||||
| Explanation of Responses: |
| 1. Represents a 5% vesting on June 5, 2025. The original grant was 3,522 restricted stock units, with 25% vesting on March 5, 2025, and the remaining 75% vesting in equal quarterly installments over the next three years. |
| 2. Tendered to issuer to satisfy tax withholding obligations of the reporting person, exempted pursuant to Rule 16b-3(e). |
| 3. Represents the exercise price of the stock options referenced in Table II and Mr. Kouninis's tax liability, which were paid by way of the Company withholding shares of equal value. |
| 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. |
| 7. Options will vest in equal quarterly installments over a four year period. The first vest occurred on February 2, 2023. |
| Remarks: |
| /s/ Ewelina Kemp, Attorney-in-Fact for Efstathios A. Kouninis | 06/09/2025 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||