PagerDuty, Inc. — Director's Dealing 2019

Apr 11, 2019

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PagerDuty, Inc. (PD)
CIK: 0001568100
Period of Report: 2019-04-10

Reporting Person: Andreessen Horowitz Fund III, L.P. (10% Owner)
Reporting Person: Andreessen Horowitz Fund III-A, L.P. (10% Owner)
Reporting Person: Andreessen Horowitz Fund III-B, L.P. (10% Owner)
Reporting Person: Andreessen Horowitz Fund III-Q, L.P. (10% Owner)
Reporting Person: AH Equity Partners III, L.L.C. (10% Owner)
Reporting Person: Andreessen Marc L (10% Owner)
Reporting Person: HOROWITZ BENJAMIN A (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock (10322842.0)		Indirect
Series B Preferred Stock	$		Common Stock (1494120.0)		Indirect
Series C Preferred Stock	$		Common Stock (9554.0)		Indirect
Series D Preferred Stock	$		Common Stock (5859.0)		Indirect

Footnotes

F1: Each share of Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Preferred Stock will be converted into shares of Common Stock of the Issuer.

F2: The reported securities are held by Andreessen Horowitz Fund III, L.P., for itself and as nominee for Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P. and Andreessen Horowitz Fund III-Q, L.P., or collectively, the AH Fund III Entities. The shares directly held by the AH Fund III Entities are indirectly held by AH Equity Partners III, L.L.C., or AH EP III, the general partner of the AH Fund III Entities, and by the managing members of AH EP III. The managing members of AH EP III are Marc Andreessen and Ben Horowitz. AH EP III and its managing members share voting and dispositive power with regard to the securities held by the AH Fund III Entities.

F3: (Continued from Footnote 2) Such persons and entities disclaim beneficial ownership of the shares held by the AH Fund III Entities and this report shall not be deemed an admission that he or it is the beneficial owner of such shares, except to the extent of his or its pecuniary interest, if any, in such shares by virtue of his or its interest in the AH Fund III Entities, and/or the general partner entities thereof, as applicable.