PEGASYSTEMS INC 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Issuer purchases of equity securities Common stock repurchased in the three months ended September 30, 2020 was: (in thousands, except per share amounts) Total Number of Shares Purchased (1) (2) Average Price Paid per Share (1) (2) Total Number of Shares Purchased as Part of Publicly Announced Share Repurchase Program (2) Approximate Dollar Value of Shares That May Yet Be Purchased at Period End Under Publicly Announced Share Repurchase Programs (2) July 1, 2020 - July 31, 2020 135 $ 109.36 42 $ 53,470 August 1, 2020 - August 31, 2020 162 $ 120.08 26 $ 50,321 September 1, 2020 - September 30, 2020 138 $ 124.88 26 $ 47,172 435 $ 118.29 94 (1) Shares withheld to cover the option exercise price and tax withholding obligations under the net settlement provisions of our stock compensation awards have been included in these amounts. (2) On June 15, 2020, we announced that our Board of Directors extended the current stock repurchase program’s expiration date to June 30, 2021 and increased the remaining stock repurchase authority to $60 million. See "Liquidity and Capital Resources" in Item 2 of this Quarterly Report for additional information. 28 ITEM 6. EXHIBITS Exhibit No. Description 3.1 Restated Articles of Organization of the Registrant and Amendments thereto. (Filed as Exhibit 3.1 to the Registrant’s September 30, 2014 Form 10-Q and incorporated herein by reference.) 3.2 Amended and Restated Bylaws of Pegasystems Inc. (Filed as Exhibit 3.2 to the Registrant’s June 15, 2020 Form 8-K and incorporated herein by reference.) 31.1+ Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 of the Chief Executive Officer. 31.2+ Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 of the Chief Financial Officer. 32++ Certification pursuant to 18 U.S.C. Section 1350 of the Chief Executive Officer and the Chief Financial Officer. 10.1+ Form of Side Letter to Base Call Option Transaction 10.2+ Form of Side Letter to Additional Call Option Transaction 10.3+ Amendment to Loan Documents, dated as of September 30, 2020 , between Pegasystems Inc. and PNC Bank, National Association 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) + Filed herewith. ++ Indicates that the exhibit is being furnished with this report and is not filed as a part of it. 29 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Pegasystems Inc. Dated: October 28, 2020 By: /s/ KENNETH STILLWELL Kenneth Stillwell Chief Financial Officer and Chief Administrative Officer (Principal Financial Officer) 30