Kenneth Stillwell - Dec 10, 2024 Form 4 Insider Report for PEGASYSTEMS INC (PEGA)

Role
COO, CFO
Signature
/s/ Ewelina Kemp, Attorney-in-Fact for Kenneth Stillwell
Stock symbol
PEGA
Transactions as of
Dec 10, 2024
Transactions value $
-$967,718
Form type
4
Date filed
12/12/2024, 05:04 PM
Previous filing
Dec 10, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PEGA Common stock Options Exercise $494K +10.4K +56.55% $47.27 28.9K Dec 10, 2024 Direct
transaction PEGA Common stock Tax liability -$688K -7.27K -25.16% $94.64 21.6K Dec 10, 2024 Direct F1
transaction PEGA Common stock Sale -$300K -3.17K -14.65% $94.67 18.5K Dec 10, 2024 Direct F2
transaction PEGA Common stock Options Exercise $473K +10K +54.15% $47.27 28.5K Dec 10, 2024 Direct
transaction PEGA Common stock Tax liability -$659K -6.97K -24.48% $94.52 21.5K Dec 10, 2024 Direct F1
transaction PEGA Common stock Sale -$287K -3.03K -14.1% $94.68 18.5K Dec 10, 2024 Direct F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PEGA Stock Options Options Exercise $0 -10.4K -100% $0.00 0 Dec 10, 2024 Common stock 10.4K $47.27 Direct F5
transaction PEGA Stock Options Options Exercise $0 -10K -100% $0.00 0 Dec 10, 2024 Common stock 10K $47.27 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the exercise price of the stock options referenced in Table II and Mr. Stillwell's tax liability, which were paid by way of the Company withholding shares of equal value.
F2 Represents the weighted average of sale prices, ranging from $94.67 to $94.70. The individual has provided the Company, and undertakes to provide to the staff of the Security and Exchange Commission or any security holder of the Company, upon request, full information regarding the number of shares sold at each separate price.
F3 Represents the weighted average of sale prices, ranging from $94.50 to $94.70. The individual has provided the Company, and undertakes to provide to the staff of the Security and Exchange Commission or any security holder of the Company, upon request, full information regarding the number of shares sold at each separate price.
F4 Does not include shares of common stock subject to unvested restricted stock units and/or options awards.
F5 On March 7, 2023, the reporting person was granted an option to purchase 41,768 shares of common stock. The option vests in two instalments, with up to 25% to vest on the first anniversary of the date of grant based on the Pegasystems' satisfaction of certain performance criteria for the fiscal year ended December 31, 2023, and with up to 75% to vest on the second anniversary of the date of grant based on Pegasystems' satisfaction of certain performance criteria for the fiscal year ended December 31, 2024. The performance criteria for the fiscal year ended December 31, 2023 were met in full, resulting in vesting of the option as to 10,442 shares.
F6 On March 7, 2023, the reporting person was granted an option to purchase 40,000 shares of common stock. The option vests in two installments, with up to 25% to vest on the first anniversary of the date of grant based on the Pegasystems' satisfaction of certain performance criteria for the fiscal year ended December 31, 2023, and with up to 75% to vest on the second anniversary of the date of grant based on Pegasystems' satisfaction of certain performance criteria for the fiscal year ended December 31, 2024. The performance criteria for the fiscal year ended December 31, 2023 were met in full, resulting in vesting of the option as to 10,000 shares.