Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
KOUNINIS EFSTATHIOS A
  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
(Last)
(First)
(Middle)
C/O PEGASYSTEMS INC., 1 ROGERS STREET
3. Date of Earliest Transaction (Month/Day/Year)
03/11/2019
(Street)

CAMBRIDGE, MA 02142
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 03/11/2019   M   327 (1) A $ 0 2,397 D  
Common Stock 03/11/2019   F   97 D $ 64.01 2,300 D  
Common Stock 03/11/2019   M   196 A $ 20.05 2,496 D  
Common Stock 03/11/2019   F   101 D $ 64.75 (2) 2,395 D  
Common Stock 03/11/2019   S   95 D $ 64.75 2,300 D  
Common Stock 03/11/2019   M   844 A $ 20.49 3,144 D  
Common Stock 03/11/2019   F   437 D $ 64.75 (2) 2,707 D  
Common Stock 03/11/2019   S   407 D $ 64.75 2,300 D  
Common Stock 03/12/2019   M   93 (3) A $ 0 2,393 D  
Common Stock 03/12/2019   F   28 D $ 64.92 2,365 D  
Common Stock 03/12/2019   M   956 A $ 25.2 3,321 D  
Common Stock 03/12/2019   F   543 D $ 65.25 (2) 2,778 D  
Common Stock 03/12/2019   S   413 D $ 65.25 2,365 D  
Common Stock 03/12/2019   M   314 A $ 27.24 2,679 D  
Common Stock 03/12/2019   F   185 D $ 65.25 (2) 2,494 D  
Common Stock 03/12/2019   S   129 D $ 65.25 2,365 (4) D  

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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 Underlying Securities
(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 of Derivative Security: 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 03/11/2019   M     327 03/09/2017   (6) Common Stock 327 $ 0 2,611 D  
Stock Options $ 20.05 03/11/2019   M     196 03/07/2015(7) 03/07/2024 Common Stock 196 $ 0 174 D  
Stock Options $ 20.49 03/11/2019   M     844 (8) 03/02/2016 03/02/2025 Common Stock 844 $ 0 3,374 D  
Restricted Stock Units (5) $ 0 03/12/2019   M     93 09/12/2017   (6) Common Stock 93 $ 0 928 D  
Stock Options $ 25.2 03/12/2019   M     956 03/09/2017(8) 03/09/2026 Common Stock 956 $ 0 9,082 D  
Stock Options $ 27.24 03/12/2019   M     314 09/12/2017(8) 09/12/2026 Common Stock 314 $ 0 3,137 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KOUNINIS EFSTATHIOS A
C/O PEGASYSTEMS INC.
1 ROGERS STREET
CAMBRIDGE, MA 02142
      VP of Finance & CAO  

Signatures

 /s/ Janet Mesrobian, Esq., Attorney-in-Fact for Efstathios Kouninis   03/12/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents 5% vesting on March 9, 2019, with a release date of March 11, 2019, the first business day following the vesting. The original grant was 6,527 restricted stock units, with 20% vesting on March 9, 2017, and the remaining 80% vesting in equal quarterly installments over the remaining four years.
(2) Represents the exercise price of the Stock Options referenced in Table II and Mr. Kouninis's tax liability, which were paid by way of withholding by the Company of shares of equal value.
(3) Represents 5% vesting on March 12, 2019. The original grant was 1,856 restricted stock units, with 20% vesting on September 12, 2017, and the remaining 80% vesting in equal quarterly installments over the remaining 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) Options vested 20% on March 7, 2015, with the remaining 80% vesting in equal quarterly installments over the next four years.
(8) Options vested 20% on March 2, 2016, with the remaining 80% vesting in equal quarterly installments over the next four years.

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