PagerDuty, Inc. — Major Shareholding Notification 2021

Feb 16, 2021

SC 13G/A 1 tm216645d5_sc13ga.htm SC 13G/A

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

PagerDuty, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

69553P100

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

Page 1 of 12 Pages

Exhibit Index Contained on Page 11

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CUSIP NO. 69553P100 13 G Page 2 of 12

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Andreessen Horowitz Fund III, L.P. (“AH III”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0 shares.
	6	SHARED VOTING POWER 0 shares.
	7	SOLE DISPOSITIVE POWER 0 shares.
	8	SHARED DISPOSITIVE POWER 0 shares.

| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON | 0 |
| --- | --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE OF REPORTING PERSON | PN |

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CUSIP NO. 69553P100 13 G Page 3 of 12

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Andreessen Horowitz Fund III-A, L.P. (“AH III-A”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0 shares.
	6	SHARED VOTING POWER 0 shares.
	7	SOLE DISPOSITIVE POWER 0 shares.
	8	SHARED DISPOSITIVE POWER 0 shares.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0.0%
12	TYPE OF REPORTING PERSON	PN

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CUSIP NO. 69553P100 13 G Page 4 of 12

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Andreessen Horowitz Fund III-B, L.P. (“AH III-B”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0 shares.
	6	SHARED VOTING POWER 0 shares.
	7	SOLE DISPOSITIVE POWER 0 shares.
	8	SHARED DISPOSITIVE POWER 0 shares.

| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON | 0 |
| --- | --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE OF REPORTING PERSON | PN |

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CUSIP NO. 69553P100 13 G Page 5 of 12

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Andreessen Horowitz Fund III-Q, L.P. (“AH III-Q”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0 shares.
	6	SHARED VOTING POWER 0 shares.
	7	SOLE DISPOSITIVE POWER 0 shares.
	8	SHARED DISPOSITIVE POWER 0 shares.

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 0 |
| --- | --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE OF REPORTING PERSON | PN |

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CUSIP NO. 69553P100 13 G Page 6 of 12

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) AH Equity Partners III, L.L.C. (“AH Equity III”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0 shares.
	6	SHARED VOTING POWER 0 shares.
	7	SOLE DISPOSITIVE POWER 0 shares.
	8	SHARED DISPOSITIVE POWER 0 shares.

| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON | 0 |
| --- | --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE OF REPORTING PERSON | OO |

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CUSIP NO. 69553P100 13 G Page 7 of 12

| 1 | NAME
OF REPORTING PERSONS Marc Andreessen (“Andreessen”) | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 shares. |
| | 6 | SHARED VOTING POWER 0 shares. |
| | 7 | SOLE DISPOSITIVE POWER 0 shares . |
| | 8 | SHARED DISPOSITIVE POWER 0 shares. |

| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON | 0 |
| --- | --- | --- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE OF REPORTING PERSON | IN |

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CUSIP NO. 69553P100 13 G Page 8 of 12

| 1 | NAME
OF REPORTING PERSONS Ben Horowitz (“Horowitz”) | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 shares. |
| | 6 | SHARED VOTING POWER 0 shares. |
| | 7 | SOLE DISPOSITIVE POWER 0 shares. |
| | 8 | SHARED DISPOSITIVE POWER 0 shares. |

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES	¨
11	PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0.0%
12	TYPE OF REPORTING PERSON	IN

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CUSIP NO. 69553P100 13 G Page 9 of 12

This Amendment No. 1 amends the Schedule 13G previously filed by Andreessen Horowitz Fund III, L.P., a Delaware limited partnership, Andreessen Horowitz Fund III-A, L.P., a Delaware limited partnership, Andreessen Horowitz Fund III-B, L.P., a Delaware limited partnership, Andreessen Horowitz Fund III-Q, L.P., a Delaware limited partnership, AH Equity Partners III, L.L.C., a Delaware limited liability company, Marc Andreessen and Ben Horowitz. The foregoing entities and individuals are collectively referred to herein as the “Reporting Persons.” Only those items in the previously filed Schedule 13G as to which there has been a change are included in this Amendment No. 1.

| ITEM 4. |
| --- |
| The following information with respect
to the beneficial ownership of the Common Stock of the issuer by the Reporting Persons is provided as of December 31, 2020
and as of the date hereof. |

(a)
See Row 9 of cover page for
each Reporting Person.

(b)
See Row 11 of cover page for
each Reporting Person.

(c) Number of shares as to which such person has :

(i)
See Row 5 of cover page for
each Reporting Person.

(ii)
See Row 6 of cover page for
each Reporting Person.

(iii)
See Row 7 of cover page for
each Reporting Person.

(iv)
See Row 8 of cover page for
each Reporting Person.

| ITEM 5. |
| --- |
| If this statement is being filed to report the
fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the follow: x Yes |

ITEM 6.
Not applicable.

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CUSIP NO. 69553P100 13 G Page 10 of 12

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 16, 2021

Andreessen Horowitz Fund III, L.P
Andreessen Horowitz Fund III-A, L.P.
Andreessen Horowitz Fund III-B, L.P. Andreessen Horowitz Fund III-Q, L.P.

By: AH Equity Partners III, L.L.C.
Its: General Partner
By:	/s/ Scott Kupor
	Scott Kupor, Chief Operating Officer

AH Equity Partners III, L.L.C.
By:	/s/ Scott Kupor
	Scott Kupor, Chief Operating Officer

Marc Andreessen
/s/ Scott Kupor
Scott Kupor, Chief Operating Officer
Attorney-in-fact for Marc Andreessen*
Ben Horowitz
/s/ Scott Kupor
Scott Kupor, Chief Operating Officer
Attorney-in-fact for Ben Horowitz*

*The Power of Attorney set forth in Exhibit 24 to the Initial Statement of Beneficial Ownership of Securities on Form 3 filed by such Reporting Person with the Securities and Exchange Commission on April 10, 2019 is incorporated herein by reference.

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CUSIP NO. 69553P100 13 G Page 11 of 12

EXHIBIT INDEX

	Found on Sequentially
Exhibit	Numbered Page
Exhibit A: Agreement of Joint Filing	12

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CUSIP NO. 69553P100 13 G Page 12 of 12

exhibit A

Agreement of Joint Filing

The Reporting Persons agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of PagerDuty, Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing is already on file with the appropriate agencies.

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