PagerDuty, Inc. — Director's Dealing 2019

Oct 11, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PagerDuty, Inc. (NYSE:PD)
CIK: 0001568100
Period of Report: 2019-10-08

Reporting Person: Bessemer Venture Partners VIII L.P. (10% Owner)
Reporting Person: Bessemer Venture Partners VIII Institutional L.P. (10% Owner)
Reporting Person: Deer VIII & Co. L.P. (10% Owner)
Reporting Person: Deer VIII & Co. Ltd. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-10-08	Common Stock	J	817222	$0.00	Disposed	7355002	Indirect

Footnotes

F1: On October 8, 2019, Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst") and Bessemer Venture Partners VIII L.P. ("BVP VIII", and together with BVP VIII Inst, the "BVP VIII Funds") distributed, for no consideration, 446,203, and 371,019 shares (collectively, the "Shares"), respectively, of Common Stock to their limited partners and to Deer VIII & Co. L.P. ("Deer VIII L.P."), representing each such partner's pro rata interest in such Shares. On the same date, one or more of such limited partner(s) distributed, for no consideration, the Shares to certain of its or their members in an amount equal to each such member's or members' respective pro rata interests in the Shares. Finally, on the same date, Deer VIII L.P. distributed, for no consideration, the Shares it received from the distributions to its partners in an amount equal to each such partner's pro rata interest in the Shares.

F2: (continued from footnote 1) All of the aforementioned distributions were made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

F3: After the distribution, 3,339,170 shares of Common Stock are held by BVP VIII, and 4,015,832 shares of Common Stock are held by BVP VIII Inst.

F4: Deer VIII & Co. Ltd. ("Deer Ltd.") is the general partner of Deer VIII L.P., which is the general partner of BVP VIII Inst and BVP VIII. Each of Deer Ltd. and Deer VIII L.P. disclaim beneficial ownership of the securities held by the BVP VIII Funds, and this report shall not be deemed an admission that Deer Ltd. and Deer L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Funds.