PagerDuty, Inc. — Director's Dealing 2019

Oct 10, 2019

SEC Form 4/A — Form 4/A

Issuer: PagerDuty, Inc. (PD)
CIK: 0001568100
Period of Report: 2019-04-15

Reporting Person: Accel Growth Fund Investors 2011 L.L.C. (10% Owner)
Reporting Person: Accel Growth Fund IV L.P. (10% Owner)
Reporting Person: Accel Growth Fund Strategic Partners L.P. (10% Owner)
Reporting Person: Accel Growth Fund L.P. (10% Owner)
Reporting Person: Accel Investors 2013 L.L.C. (10% Owner)
Reporting Person: Accel XI L.P. (10% Owner)
Reporting Person: Accel XI Strategic Partners L.P. (10% Owner)
Reporting Person: Accel Growth Fund Investors 2016 L.L.C. (10% Owner)
Reporting Person: Accel Growth Fund IV Strategic Partners L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-04-15	Common Stock	C	5078925	—	Acquired	6106738	Indirect
2019-04-15	Common Stock	C	28895	—	Acquired	34743	Indirect
2019-04-15	Common Stock	C	560399	—	Acquired	675140	Indirect
2019-04-15	Common Stock	C	10922	—	Acquired	13158	Indirect
2019-04-15	Common Stock	C	54851	—	Acquired	66082	Indirect

Footnotes

F1: This Form 4 is the second of two Form 4s filed relating to the same event. Total shares includes conversion from Part 1, Table II.

F2: The Preferred Stock converted into Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Preferred Stock had no expiration date.

F3: On April 15, 2019, the Reporting Person filed a Form 4 reporting, among other things, the acquisition of 5,078,925 shares of the Issuer's Common Stock ( the "Reportable Transaction"), which, due to a clerical error, incorrectly reported the amount of shares beneficially owned by the Reporting Person following the Reportable Transaction. This amendment corrects the amount of shares listed in column 5 from 11,185,633 to 6,106,738.

F4: Accel Growth Fund IV Associates L.L.C. ("AGF4A") is the General Partner of Accel Growth Fund IV L.P., for itself and as nominee, and has the sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong are the Managing Members of AGF4A and share such powers. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein.

F5: On April 15, 2019, the Reporting Person filed a Form 4 reporting, among other things, the acquisition of 28,895 shares of the Issuer's Common Stock ( the "Reportable Transaction"), which, due to a clerical error, incorrectly reported the amount of shares beneficially owned by the Reporting Person following the Reportable Transaction. This amendment corrects the amount of shares listed in column 5 from 63,638 to 34,743.

F6: Accel Growth Fund IV Associates L.L.C. ("AGF4A") is the General Partner of Accel Growth Fund IV Strategic Partners L.P., and has the sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong are the Managing Members of AGF4A and share such powers. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein.

F7: On April 15, 2019, the Reporting Person filed a Form 4 reporting, among other things, the acquisition of 560,399 shares of the Issuer's Common Stock ( the "Reportable Transaction"), which, due to a clerical error, incorrectly reported the amount of shares beneficially owned by the Reporting Person following the Reportable Transaction. This amendment corrects the amount of shares listed in column 5 from 1,235,539 to 675,140.

F8: Accel Growth Fund Associates L.L.C. ("AGFA") is the General Partner of Accel Growth Fund L.P. and has the sole voting and investment power. Andrew G. Braccia, Kevin J. Efrusy, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, and Richard P. Wong are the Managing Members of AGFA and share such powers. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein.

F9: On April 15, 2019, the Reporting Person filed a Form 4 reporting, among other things, the acquisition of 10,922 shares of the Issuer's Common Stock ( the "Reportable Transaction"), which, due to a clerical error, incorrectly reported the amount of shares beneficially owned by the Reporting Person following the Reportable Transaction. This amendment corrects the amount of shares listed in column 5 from 24,080 to 13,158.

F10: Accel Growth Fund Associates L.L.C. ("AGFA") is the General Partner of Accel Growth Fund Strategic Partners L.P., and has the sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Kevin J. Efrusy and Richard P. Wong are the Managing Members of AGFA and share such powers. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein.

F11: On April 15, 2019, the Reporting Person filed a Form 4 reporting, among other things, the acquisition of 54,851 shares of the Issuer's Common Stock ( the "Reportable Transaction"), which, due to a clerical error, incorrectly reported the amount of shares beneficially owned by the Reporting Person following the Reportable Transaction. This amendment corrects the amount of shares listed in column 5 from 120,933 to 66,082.

F12: Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, and Richard P. Wong are the Managing Members of Accel Investors 2013, L.L.C. and therefore share the voting and investment powers. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein.