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)
05/15/2014
(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 (5) 05/15/2014   M   80 A $ 0 80 D  
Common Stock 05/15/2014   F   73 D $ 18.63 (1) 7 D  
Common Stock 05/15/2014   S   7 D $ 18.63 0 D  
Common Stock 05/15/2014   M   150 A $ 0 150 D  
Common Stock 05/15/2014   F   131 D $ 18.67 (1) 19 D  
Common Stock 05/15/2014   S   19 D $ 18.67 0 D  
Common Stock 05/15/2014   M   1,940 A $ 0 1,940 D  
Common Stock 05/15/2014   F   1,399 D $ 18.7 (1) 541 D  
Common Stock 05/15/2014   S   541 D $ 18.7 0 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
Stock Option - Right to Acquire (5) $ 16.15 05/15/2014   M     80 12/15/2010(2) 12/15/2019 Common Stock 1,606 (6) $ 0 242 D  
Stock Option - Right to Acquire $ 15.19 05/15/2014   M     150 12/14/2012(3) 12/14/2021 Common Stock 2,998 (7) $ 0 1,650 D  
Stock Option - Right to Acquire $ 11.05 05/15/2014   M     1,940 12/12/2013(4) 12/12/2022 Common Stock 12,942 (8) $ 0 9,708 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., as Attorney-In-Fact for Efstathios A. Kouninis   05/19/2014
**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 the exercise price of the Stock Option referenced in Table II, which was paid by way of the withholding by the Company of shares with a value equal to the exercise price.
(2) All options vest 20% on December 15, 2010, and the remaining 80% vesting in equal quarterly installments over the remaining four years.
(3) All options vest 20% on December 14, 2012, and the remaining 80% vesting in equal quarterly installments over the remaining four years.
(4) All options vest 20% on December 12, 2013, and the remaining 80% vesting in equal quarterly installments over the remaining four years.
(5) All share amounts and price data in this Form 4 have been restated to reflect a 2-for-1 forward stock split of Pegasystems Inc.'s common stock that occurred on April 1, 2014.
(6) This stock option grant was previously reported as 803 options, but has been adjusted to reflect the 2-for-1 stock split that occurred on April 1, 2014.
(7) This stock option grant was previously reported as 1,499 options, but has been adjusted to reflect the 2-for-1 stock split that occurred on April 1, 2014.
(8) This stock option grant was previously reported as 6,471 options, but has been adjusted to reflect the 2-for-1 stock split that occurred on April 1, 2014.

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