SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Akgonul Rifat Kerim

(Last)

(First)

(Middle)

C/O PEGASYSTEMS INC.

ONE ROGERS STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2021

3. Issuer Name and Ticker or Trading Symbol
PEGASYSTEMS INC [ PEGA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Product Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock	46,909	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units⁽¹⁾	03/02/2018⁽²⁾	⁽³⁾	Common stock	1,478	0.0	D
Restricted Stock Units⁽¹⁾	03/05/2019⁽⁴⁾	⁽³⁾	Common stock	2,728	0.0	D
Restricted Stock Units⁽¹⁾	03/06/2020⁽⁵⁾	⁽³⁾	Common stock	3,981	0.0	D
Restricted Stock Units⁽¹⁾	03/03/2021⁽⁶⁾	⁽³⁾	Common stock	5,350	0.0	D
Restricted Stock Units⁽¹⁾	03/02/2022⁽⁷⁾	⁽³⁾	Common stock	1,125	0.0	D
Restricted Stock Units⁽¹⁾	03/02/2022⁽⁸⁾	⁽³⁾	Common stock	4,611	0.0	D
Stock Options	03/09/2017⁽⁹⁾	03/09/2026	Common stock	6,177	25.2	D
Stock Options	03/02/2018⁽¹⁰⁾	03/02/2027	Common stock	15,534	44.3	D
Stock Options	03/05/2019⁽¹¹⁾	03/05/2028	Common stock	21,954	58.95	D
Stock Options	03/06/2020⁽¹²⁾	03/06/2029	Common stock	22,595	64.35	D
Stock Options	03/03/2021⁽¹³⁾	03/03/2030	Common stock	26,502	90.05	D
Stock Options	03/02/2022⁽¹⁴⁾	03/02/2031	Common stock	15,772	130.45	D

Explanation of Responses:

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

2. The original grant was 7,387 restricted stock units, with 20% vesting on March 2, 2018, and the remaining 80% vesting in equal quarterly installments over the remaining four years.

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

4. The original grant was 6,819 restricted stock units, with 20% vesting on March 5, 2019, and the remaining 80% vesting in equal quarterly installments over the remaining four years.

5. The original grant was 6,635 restricted stock units, with 20% vesting on March 6, 2020, and the remaining 80% vesting in equal quarterly installments over the remaining four years.

6. The original grant was 6,687 restricted stock units, with 20% vesting on March 3, 2021, and the remaining 80% vesting in equal quarterly installments over the remaining four years.

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. The original grant was 30,883 options, with 20% vesting on March 9, 2017, with the remaining 80% vesting in equal quarterly amounts over the next four years.

10. The original grant was 24,382 options, with 20% vesting on March 2, 2018, with the remaining 80% vesting in equal quarterly amounts over the next four years.

11. Options vested 20% on March 5, 2019, with the remaining 80% vesting in equal quarterly amounts over the next four years.

12. Options vested 20% on March 6, 2020, with the remaining 80% vesting in equal quarterly amounts over the next four years.

13. Options vested 20% on March 3, 2021, with the remaining 80% vesting in equal quarterly amounts over the next four years.

14. Options will vest 20% on March 2, 2022, with the remaining 80% vesting in equal quarterly installments over the remaining four years.

Remarks:

Rifat Kerim Akgonul became Pegasystems Inc.'s Chief Product Officer effective April 1, 2021. EXHIBIT LIST: EX-24 RKAkgonul Ex. 24

	/s/ Donald L. Lancaster, Attorney-in-Fact for Rifat Kerim Akgonul	04/07/2021
	** 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 5 (b)(v).
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