PagerDuty, Inc. — Director's Dealing 2020

Nov 18, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PagerDuty, Inc. (PD)
CIK: 0001568100
Period of Report: 2020-11-16

Reporting Person: Wilson Howard (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-16	Common Stock	M	30000.00	$2.00	Acquired	259946.00	Direct
2020-11-16	Common Stock	S	29228.00	$29.5481	Disposed	230718.00	Direct
2020-11-16	Common Stock	S	772.00	$30.2138	Disposed	229946.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-11-16	Stock Option (Right to Buy)	$2.00	M	30000.00	Disposed	2026-12-29	Common Stock (30000.00)	Direct

Footnotes

F1: A portion of these shares represent restricted stock units.

F2: The sales reported were effected pursuant to a 10b5-1 trading plan adopted by the reporting person.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.06 to $29.99 per share, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.06 to $30.39 per share, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F5: The option became exercisable as follows: (a) 50,000 of 250,000 shares become exercisable on the 12/30/2016 and an additional 50,000 shares subject to the incentive stock option first became exercisable on January 1 in each of 2017, 2018, 2019, and 2020; and (b) 372,148 shares first became exercisable on 12/30/2016, subject to our right to repurchase unvested shares in the event the reporting person's employment terminates. 12/48th of the shares vested on the 12-month anniversary of 12/23/2016 and 1/48th of the shares vests monthly thereafter for a total vesting period of 48 months.