PagerDuty, Inc. — Director's Dealing 2019

Apr 11, 2019

SEC Form 3 — Initial Statement of Beneficial Ownership

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

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)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	649511	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Preferred Stock	$		Common Stock (6957266)		Indirect
Series C Preferred Stock	$		Common Stock (95544)		Indirect
Series D Preferred Stock	$		Common Stock (169903)		Indirect

Footnotes

F1: As of the date hereof, Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst") and Bessemer Venture Partners VIII, L.P. ("BVP VIII", together with BVP VIII Inst refered to collectively, the "Funds") own 354,634 shares and 294,877 shares, respectively, of Common Stock.

F2: 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.

F3: The Series B 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 Series B Preferred Stock will be converted into shares of Common Stock of the Issuer. As of the date hereof, BVP VIII Inst and BVP VIII own 3,798,666 shares and 3,158,600 shares, respectively, of Common Stock issuable upon conversion of the Series B Preferred Stock.

F4: The Series C 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 Series C Preferred Stock will be converted into shares of Common Stock of the Issuer. As of the date hereof, BVP VIII Inst and BVP VIII own 52,168 shares and 43,376 shares, respectively, of Common Stock issuable upon conversion of the Series C Preferred Stock.

F5: The Series D 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 Series D Preferred Stock will be converted into shares of Common Stock of the Issuer. As of the date hereof, BVP VIII Inst and BVP VIII own 92,767 shares and 77,136 shares, respectively, of Common Stock issuable upon conversion of the Series D Preferred Stock.