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*
KOUNINIS EFSTATHIOS A
(Last) (First) (Middle)
C/O PEGASYSTEMS INC.
ONE 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)
VP of Finance & CAO
3. Date of Earliest Transaction (Month/Day/Year)
03/02/2021
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 03/02/2021 M 171(1) A $0 861 D
Common stock 03/02/2021 F 51 D $136.08 810 D
Common stock 03/03/2021 M 642(2) A $0 1,452 D
Common stock 03/03/2021 F 157 D $130.45 1,295 D
Common stock 03/03/2021 M 307(3) A $0 1,602 D
Common stock 03/03/2021 F 75 D $130.45 1,527(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) $0.0 03/02/2021 M 171(1) 03/02/2018 (6) Common stock 171 $0 682 D
Restricted Stock Units(5) $0.0 03/02/2021 A 461(7) 03/02/2022 (6) Common stock 461 $0 461 D
Restricted Stock Units(5) $0.0 03/02/2021 A 1,057(8) 03/02/2022 (6) Common stock 1,057 $0 1,057 D
Stock Options $130.45 03/02/2021 A 3,615(9) 03/02/2022 03/02/2031 Common stock 3,615 $0 3,615 D
Restricted Stock Units(5) $0.0 03/03/2021 M 642(2) 03/03/2021 (6) Common stock 642 $0 0 D
Restricted Stock Units(5) $0.0 03/03/2021 M 307(3) 03/03/2021 (6) Common stock 307 $0 1,226 D
Explanation of Responses:
1. Represents a 5% vesting on March 2, 2021. The original grant was 3,410 restricted stock units, with 20% vesting on March 2, 2018, and the remaining 80% vesting in equal quarterly installments over the remaining four years.
2. Represents 100% vesting on March 3, 2021. The original grant was 1,195 restricted stock units, which were granted on March 3, 2020. As part of the Company's 2020 Corporate Incentive Compensation Plan(CICP), Mr. Kouninis elected to receive half of his annual bonus in RSUs.
3. Represents 20% vesting on March 3, 2021. The original grant was 1,533 restricted stock units, with the remaining 80% vesting in equal quarterly installments over the next four 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.
7. Represents election by the individual, as part of the Company's Corporate Incentive Plan (CICP), to receive half of their annual bonus in RSUs, based upon the Company's stock price as of March 2, 2021. All RSUs vest 100% on March 2, 2022, subject to attainment of the CICP performance threshold funding for the year ending December 31, 2021.
8. RSUs will vest 20% on March 2, 2022, with the remaining 80% vesting in equal quarterly installments over the remaining four years.
9. Options will vest 20% on March 2, 2022, with the remaining 80% vesting in equal quarterly installments over the remaining four years.
Remarks:
/s/ Donald L. Lancaster, Attorney-in-Fact for Efstathios A. Kouninis 03/04/2021
** 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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