Sec Form 4 Filing - OFARRELL JOHN @ PagerDuty, Inc. - 2019-10-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person OFARRELL JOHN 2. Issuer Name and Ticker or Trading Symbol PagerDuty, Inc. [ PD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ANDREESSEN HOROWITZ, 2865 SAND HILL ROAD, STE. 101 3. Date of Earliest Transaction (MM/DD/YY) 10/08/2019 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/08/2019 J( 1 ) 1,774,856 D $ 0 10,057,519 I By Andreessen Horowitz Fund III, L.P. ( 2 ) ( 3 ) Common Stock 10/08/2019 J( 4 ) 17,555 D $ 0 0 I By: AH Equity Partners III, L.L.C. ( 5 ) Common Stock 10/08/2019 J( 6 ) 2,685 A $ 0 2,685 I By Trust ( 7 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other OFARRELL JOHN C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, STE. 101 MENLO PARK, CA94025 X Signatures John L. O'Farrell, by /s/ Stacey A. Giamalis, Attorney-in- Fact 10/09/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 8, 2019, 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. (collectively, the "AH Fund III Entities") distributed, for no consideration, 1,774,856 shares of Common Stock of the Issuer (the "Fund III Shares") to their respective limited partners and to AH Equity Partners III, L. L.C.("AH EP III"), the general partner of the AH Fund III Entities, representing each such partner's pro rata interest in such Fund III Shares. ( 2 )The reported securities are held of record 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. AH EP III is the general partner of the AH Fund III Entities. 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. ( 3 )Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the shares held by the AH Fund III Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such shares), except to the extent of its pecuniary interest, if any, in such shares by virtue of its interest in the AH Fund III Entities and/or AH EP III, as applicable. ( 4 )On October 8, 2019, AH EP III distributed, for no consideration, 17,555 shares of the Fund III Shares to its members, representing each such member's pro rata interest in such Fund III Shares. ( 5 )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. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. ( 6 )Represents shares received by O'Farrell Principe Living Trust ua 4-30-1999 pursuant to pro rata distribution by the AH Fund III Entities and AH EP III for no consideration, of shares of the Fund III Shares to their respective partners and such partner's members, as applicable. ( 7 )The shares are held of record by O'Farrell Principe Living Trust ua 4-30-1999 for which the Reporting Person is a trustee.

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