Form 4: PegaSystems COO Kenneth Stillwell Reports Stock Transactions
SEC Form 4 Filing
Kenneth Stillwell, COO and CFO of PegaSystems, reports multiple transactions involving common stock and restricted stock units, including vesting, tax withholding, and a sale under a pre-arranged trading plan.
Summary
- Kenneth Stillwell, the COO and CFO of PegaSystems, filed a Form 4 detailing changes in his beneficial ownership of the company's stock.
- On June 3, 2024, Stillwell engaged in multiple transactions involving common stock.
- These transactions included the vesting of restricted stock units, the tendering of shares to cover tax obligations, and a sale of 1,000 shares at an average price of $57.90.
- The vesting of restricted stock units occurred in three tranches: 1,176 units from a 2023 grant, 577 units from a 2022 grant, and 696 units from a 2021 grant.
- Shares were also tendered to the issuer to satisfy tax withholding obligations, with 463 shares withheld at $57.46 related to the 1,176 vested units, 228 shares withheld at $57.46 related to the 577 vested units, and 274 shares withheld at $57.46 related to the 696 vested units.
- The sale of 1,000 shares was executed under a pre-arranged trading plan adopted on November 8, 2023, with prices ranging from $57.62 to $58.37.
- Following these transactions, Stillwell directly owns 23,368 shares of PegaSystems common stock, excluding unvested restricted stock units and/or options awards.
- He also holds 12,929 restricted stock units from the 2023 grant, 4,034 restricted stock units from the 2022 grant, and 2,090 restricted stock units from the 2021 grant.
Sentiment
Score: 5
Explanation: The document is neutral in sentiment as it simply reports required insider trading activity. There is no indication of positive or negative sentiment regarding the company's performance or future prospects.
Future Outlook
The document does not contain any specific forward-looking statements or guidance.
Industry Context
Form 4 filings are a routine part of insider trading regulations, providing transparency into the transactions of company executives. This filing indicates the COO's transactions in the company's stock, which can be monitored for trends but doesn't necessarily indicate a change in the company's outlook.
Comparison to Industry Standards
- Form 4 filings are standard practice across all publicly listed companies, including PegaSystems' competitors such as Salesforce, Microsoft, and Oracle.
- The transactions reported are typical for executives who receive stock-based compensation and may periodically sell shares for diversification or tax purposes.
- The use of a pre-arranged trading plan (Rule 10b5-1) is a common method to avoid accusations of insider trading, aligning with best practices in corporate governance.
Key Dates
| Date | Description |
|---|---|
| 03/03/2021 | Original grant date for 696 restricted stock units, with 20% vesting on this date and the remaining 80% vesting in equal quarterly installments over the remaining four years. |
| 03/02/2022 | Original grant date for 577 restricted stock units, with 20% vesting on this date and the remaining 80% vesting in equal quarterly installments over the remaining four years. |
| 03/01/2023 | Original grant date for 1,176 restricted stock units, with 20% vesting on this date and the remaining 80% vesting in equal quarterly installments over the remaining four years. |
| 11/08/2023 | Date Mr. Stillwell adopted a pre-arranged trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934. |
| 06/03/2024 | Date of the reported transactions, including vesting of restricted stock units, tax withholding, and sale of shares. |
| 06/04/2024 | Date of the Form 4 filing. |
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