PagerDuty, Inc. — Director's Dealing 2019

Dec 13, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PagerDuty, Inc. (PD)
CIK: 0001568100
Period of Report: 2019-12-10

Reporting Person: OFARRELL JOHN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-10	Common Stock	J	2958094	$0.00	Disposed	7099425	Indirect
2019-12-10	Common Stock	J	29255	$0.00	Disposed	0	Indirect
2019-12-10	Common Stock	J	4474	$0.00	Acquired	7159	Indirect

Footnotes

F1: On December 10, 2019, Andreessen Horowitz Fund III, L.P., for itself and as nominee for Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P. and Andreessen Horowitz Fund III-Q, L.P. (collectively, the "AH Fund III Entities") distributed, for no consideration, 2,958,094 shares of Common Stock of the Issuer (the "Fund III Shares") to their respective limited partners and to AH Equity Partners III, L. L.C.("AH EP III"), the general partner of the AH Fund III Entities, representing each such partner's pro rata interest in such Fund III Shares.

F2: The reported securities are held of record by Andreessen Horowitz Fund III, L.P., for itself and as nominee for Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P. and Andreessen Horowitz Fund III-Q, L.P. AH EP III is the general partner of the AH Fund III Entities. The managing members of AH EP III are Marc Andreessen and Ben Horowitz. AH EP III and its managing members share voting and dispositive power with regard to the securities held by the AH Fund III Entities.

F3: Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the shares held by the AH Fund III Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such shares), except to the extent of its pecuniary interest, if any, in such shares by virtue of its interest in the AH Fund III Entities and/or AH EP III, as applicable.

F4: On December 10, 2019, AH EP III distributed, for no consideration, 29,255 shares of the Fund III Shares to its members, representing each such member's pro rata interest in such Fund III Shares.

F5: The managing members of AH EP III are Marc Andreessen and Ben Horowitz. AH EP III and its managing members share voting and dispositive power with regard to the securities held by the AH Fund III Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

F6: Represents shares received by O'Farrell Principe Living Trust ua 4-30-1999 pursuant to pro rata distributions by the AH Fund III Entities and AH EP III for no consideration, of shares of the Fund III Shares to their respective partners and such partners' members, as applicable.

F7: The shares are held of record by O'Farrell Principe Living Trust ua 4-30-1999 for which the Reporting Person is a trustee.