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Hovsepian Ronald W

Filed: 4 Jan 19, 7:03pm
SEC Form 4
FORM 4UNITED 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*
HOVSEPIAN RONALD W

(Last)(First)(Middle)
ONE ROGERS STREET

(Street)
CAMBRIDGEMA02142

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/02/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock01/02/2019M628(1)A$0.00628(2)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 Security3. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(3)$0.0001/02/2019M1,282(4)01/02/2019(5)Common Stock1,282$0.001,282D
Restricted Stock Units(3)$0.0001/02/2019M628(1)01/02/2019(5)Common Stock628$0.00654D
Explanation of Responses:
1. Represents initial vesting on January 2, 2019, the first business day following the effective date of Mr. Hovsepian's appointment to the Board of Directors as of January 1, 2019. The original grant was 1,282 Restricted Stock Units (RSUs). The remaining 654 shares will vest on March 28, 2019. The exact cash value of the shares was pro-rated to reflect the number of days of expected service from the date of his appointment, to the next Annual Meeting of Stockholders.
2. Does not include shares of common stock subject to unvested restricted stock units and/or options awards.
3. Each restricted stock unit represents the right to receive, following vesting, one share of the issuer's common stock.
4. Represents shares of unrestricted common stock received as consideration for Mr. Hovsepian's services as a Director for the upcoming prorated portion of the current year.
5. Once vested, the shares of common stock are not subject to expiration.
Remarks:
/s/ Janet Mesrobian, Esq., Attorney-In-Fact for Ronald Hovsepian01/04/2019
** Signature of Reporting PersonDate
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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