PagerDuty, Inc. — Director's Dealing 2019

Apr 16, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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
2019-04-15	Common Stock	C	7222713	—	Acquired	7872224	Indirect
2019-04-15	Common Stock	P	300000	$24.00	Acquired	8172224	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-04-15	Series B Preferred Stock	$	C	6957266	Disposed		Common Stock (6957266)	Indirect
2019-04-15	Series C Preferred Stock	$	C	95544	Disposed		Common Stock (95544)	Indirect
2019-04-15	Series D Preferred Stock	$	C	169903	Disposed		Common Stock (169903)	Indirect

Footnotes

F1: Represents the total shares received by Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst") and Bessemer Venture Partners VIII, L.P. ("BVP VIII", together with BVP VIII Inst referred to collectively, the "Funds") upon conversion of the Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, (collectively the "Preferred Stock") upon 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: Deer VIII & Co. Ltd. ("Deer Ltd.") is the general partner of Deer VIII & Co. L.P. ("Deer L.P."), which is the general partner of BVP VIII Inst and BVP VIII. Deer Ltd. and Deer L.P. disclaim beneficial ownership of the securities held by the 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.

F5: On April 15, 2019, BVP VIII Inst and BVP VIII purchased 163,800 shares and 136,200 shares, respectively, in the Issuer's initial public offering. 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.

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.

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.