PagerDuty, Inc. — Director's Dealing 2019

Apr 16, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Kurzweil Ethan (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-04-15	Common Stock	C	0	—	Acquired	0	Indirect
2019-04-15	Common Stock	P	0	—	Acquired	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-04-15	Series B Preferred Stock	$	C	0	Disposed		Common Stock (0.0)	Indirect
2019-04-15	Series C Preferred Stock	$	C	0	Disposed		Common Stock (0.0)	Indirect
2019-04-15	Series D Preferred Stock	$	C	0	Disposed		Common Stock (0.0)	Indirect

Footnotes

F1: 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 "Funds") received 3,943,601 shares of Common Stock and 3,279,112 shares of Common Stock, respectively, upon conversion of the Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (collectively the "Preferred Stock") upon the closing of the Issuer's initial public offering.

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: Following the reported transaction, BVP VIII Inst and BVP VIII owned 4,298,235 and 3,573,989 shares of Common Stock, respectively.

F4: The Reporting Person has a passive economic interest in the shares held by the Funds through an interest in (1) BVP VIII and (2) Deer VIII & Co. L.P. ("Deer L.P."), the general partner of each of the Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Funds, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer L.P. and his indirect limited partnership interest in BVP VIII. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.

F5: On April 15, 2019, BVP VIII Inst and BVP VIII purchased 163,800 shares and 136,200 shares, respectively, of Common Stock in the Issuer's initial public offering at a price per share of $24.00. Following the reported transaction, BVP VIII Inst and BVP VIII own 4,462,035 and 3,710,189 shares, respectively, of Common Stock.

F6: Prior to the closing, BVP VIII Inst and BVP VIII owned 3,798,666 shares and 3,158,600 shares, respectively, of the Series B Preferred Stock that converted into 3,798,666 shares and 3,158,600 shares, respectively, of Common Stock. Following the conversion, BVP VIII Inst and BVP VIII owned zero shares of Series B Preferred Stock.

F7: Prior to the closing, BVP VIII Inst and BVP VIII owned 52,168 shares and 43,376 shares, respectively, of the Series C Preferred Stock that converted into 52,168 shares and 43,376 shares, respectively, of Common Stock. Following the conversion, BVP VIII Inst and BVP VIII owned zero shares of Series C Preferred Stock.

F8: Prior to the closing, BVP VIII Inst and BVP VIII owned 92,767 shares and 77,136 shares, respectively, of the Series D Preferred Stock that converted into 92,767 shares and 77,136 shares, respectively, of Common Stock. Following the conversion, BVP VIII Inst and BVP VIII owned zero shares of Series D Preferred Stock.