SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 25)
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Pegasystems Inc. (Name of Issuer) |
Common Stock, $.01 par value per share (the "Common Stock"), of Pegasystems Inc. (Title of Class of Securities) |
705573103 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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SCHEDULE 13G
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CUSIP No. | 705573103 |
1 | Names of Reporting Persons
TREFLER ALAN | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
UNITED STATES
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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9 | Aggregate Amount Beneficially Owned by Each Reporting Person
79,491,956.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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11 | Percent of class represented by amount in row (9)
46.0 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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Item 1. | ||
(a) | Name of issuer:
Pegasystems Inc. | |
(b) | Address of issuer's principal executive offices:
225 Wyman Street, Ste 300, Waltham, MA, 02451 | |
Item 2. | ||
(a) | Name of person filing:
Alan Trefler | |
(b) | Address or principal business office or, if none, residence:
c/o Pegasystems Inc., 225 Wyman Street, Ste 300, Waltham, MA 02451 | |
(c) | Citizenship:
United States | |
(d) | Title of class of securities:
Common Stock, $.01 par value per share (the "Common Stock"), of Pegasystems Inc. | |
(e) | CUSIP No.:
705573103 | |
Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
(a) | ![]() | |
(b) | ![]() | |
(c) | ![]() | |
(d) | ![]() | |
(e) | ![]() | |
(f) | ![]() | |
(g) | ![]() | |
(h) | ![]() | |
(i) | ![]() | |
(j) | ![]() please specify the type of institution: | |
(k) | ![]() | |
Item 4. | Ownership | |
(a) | Amount beneficially owned:
An aggregate of 79,491,956 shares of Common Stock, consisting of (1) 33,096,692 shares of Common Stock held by Mr. Trefler, individually; (2) 10,134,542 shares held by the Alan N. Trefler Grantor Retained Annuity Trust I of 2023, of which Mr. Trefler is the sole trustee; (3) 4,381,472 shares held by the Alan N. Trefler Grantor Retained Annuity Trust II of 2023, of which Mr. Trefler is the sole trustee; (4) 15,000,000 shares held by the Alan N. Trefler Grantor Retained Annuity Trust I of 2024, of which Mr. Trefler is the sole trustee; (5) 12,000,000 shares held by the Alan N. Trefler Grantor Retained Annuity Trust II of 2024, of which Mr. Trefler is the sole trustee; (6) 1,584,244 shares which Mr. Trefler has the right to acquire within 60 days of June 30, 2025; (7) 3,211,006 shares held by the Alan N. Trefler Irrevocable Non-GST Trust of 2022, of which Daniel Sherman and Pamela Trefler are the trustees and of which Mr. Trefler has ability to appoint and remove trustees; and (8) 84,000 shares held by the Trefler Foundation, of which Mr. Trefler is a trustee and shares voting and dispositive power over these shares, but has no pecuniary interest in these shares. All share information disclosed in this Schedule 13G reflect the two-for-one forward stock split of Common Stock effected on June 20, 2025. | |
(b) | Percent of class:
46% of the outstanding shares of Common Stock. The foregoing percentage was calculated based on the 171,102,015 shares of Common Stock disclosed by the Issuer as outstanding as of June 30, 2025, and 1,584,244 shares, which Mr. Trefler has the right to acquire within sixty days of June 30, 2025. | |
(c) | Number of shares as to which the person has:
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(i) Sole power to vote or to direct the vote:
Sole power to vote or to direct the vote of 76,196,950 shares. | ||
(ii) Shared power to vote or to direct the vote:
Shared power to vote or to direct the vote of 3,295,006 shares. | ||
(iii) Sole power to dispose or to direct the disposition of:
Sole power to dispose or to direct the disposition of 76,196,950 shares. | ||
(iv) Shared power to dispose or to direct the disposition of:
Shared power to dispose or to direct the disposition of 3,295,006 shares. | ||
Item 5. | Ownership of 5 Percent or Less of a Class. | |
Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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Item 10. | Certifications: |
Not Applicable
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SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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