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PagerDuty, Inc. Director's Dealing 2019

Apr 16, 2019

31891_dirs_2019-04-15_56cc7bb4-cb96-4bc6-81c8-b895bdf05d71.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2019-04-15 Common Stock C 38804 Acquired 46753 Direct
2019-04-15 Common Stock C 242923 Acquired 292084 Indirect
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
2019-04-15 Common Stock C 516470 Acquired 622218 Indirect
2019-04-15 Common Stock C 38804 Acquired 46753 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2019-04-15 Series Seed Preferred Stock $ C 0 Disposed Common Stock (5196.0) Direct
2019-04-15 Series Seed Preferred Stock $ C 0 Disposed Common Stock (32524.0) Indirect
2019-04-15 Series Seed Preferred Stock $ C 0 Disposed Common Stock (679996.0) Indirect
2019-04-15 Series Seed Preferred Stock $ C 0 Disposed Common Stock (3868.0) Indirect
2019-04-15 Series Seed Preferred Stock $ C 0 Disposed Common Stock (75030.0) Indirect
2019-04-15 Series Seed Preferred Stock $ C 0 Disposed Common Stock (1462.0) Indirect
2019-04-15 Series Seed Preferred Stock $ C 0 Disposed Common Stock (7344.0) Indirect
2019-04-15 Series Seed Preferred Stock $ C 0 Disposed Common Stock (69148.0) Indirect
2019-04-15 Series Seed Preferred Stock $ C 0 Disposed Common Stock (5196.0) Indirect
2019-04-15 Series A Preferred Stock $ C 0 Disposed Common Stock (154.0) Direct
2019-04-15 Series A Preferred Stock $ C 0 Disposed Common Stock (968.0) Indirect
2019-04-15 Series A Preferred Stock $ C 0 Disposed Common Stock (20236.0) Indirect
2019-04-15 Series A Preferred Stock $ C 0 Disposed Common Stock (116.0) Indirect
2019-04-15 Series A Preferred Stock $ C 0 Disposed Common Stock (2234.0) Indirect
2019-04-15 Series A Preferred Stock $ C 0 Disposed Common Stock (44.0) Indirect
2019-04-15 Series A Preferred Stock $ C 0 Disposed Common Stock (218.0) Indirect
2019-04-15 Series A Preferred Stock $ C 0 Disposed Common Stock (2060.0) Indirect
2019-04-15 Series A Preferred Stock $ C 0 Disposed Common Stock (154.0) Indirect
2019-04-15 Series C Preferred Stock $ C 0 Disposed Common Stock (31032.0) Direct
2019-04-15 Series C Preferred Stock $ C 0 Disposed Common Stock (194270.0) Indirect
2019-04-15 Series C Preferred Stock $ C 0 Disposed Common Stock (4061708.0) Indirect
2019-04-15 Series C Preferred Stock $ C 0 Disposed Common Stock (23108.0) Indirect
2019-04-15 Series C Preferred Stock $ C 0 Disposed Common Stock (448160.0) Indirect
2019-04-15 Series C Preferred Stock $ C 0 Disposed Common Stock (8734.0) Indirect
2019-04-15 Series C Preferred Stock $ C 0 Disposed Common Stock (43886.0) Indirect
2019-04-15 Series C Preferred Stock $ C 0 Disposed Common Stock (413028.0) Indirect
2019-04-15 Series C Preferred Stock $ C 0 Disposed Common Stock (31032.0) Indirect

Footnotes

F1: This Form 4 is the first of two Form 4s filed relating to the same event. Total shares includes conversion from Part 2, 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: Andrew G. Braccia, Kevin J. Efrusy, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, and Richard P. Wong are the Managing Members of Accel Growth Fund Investors 2011 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.

F4: Andrew G. Braccia, Ryan J. Sweeney, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, and Richard P. Wong are the Managing Members of Accel Growth Fund Investors 2016 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.

F5: 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.

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: 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.

F8: 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.

F9: 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.

F10: Accel XI Associates L.L.C. ("A11A") is the General Partner of Accel XI L.P. and has the sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, and Richard P. Wong are the Managing Members of A11A and share such powers. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein.

F11: Accel XI Associates L.L.C. ("A11A") is the General Partner of Accel XI Strategic Partners L.P. and has the sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, and Richard P. Wong are the Managing Members of A11A and share such powers. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein.