Sec Form 3 Filing - REZVAN MITRA @ PagerDuty, Inc. - 2022-03-09

FORM 3 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 REZVAN MITRA 2. Issuer Name and Ticker or Trading Symbol PagerDuty, Inc. [ PD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Principal Accounting Officer (Last) (First) (Middle) C/O PAGERDUTY, INC., 600 TOWNSEND ST., SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 03/09/2022 (Street) SAN FRANCISCO, CA94103 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 54,822( 1 ) D

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 Stock Option (Right to buy) $ 14.52 ( 2 ) 03/08/2029 Common Stock 80,000 D Stock Option (Right to buy) $ 5.865 ( 3 ) 04/02/2028 Common Stock 10,000 D Stock Option (Right to buy) $ 5.865 ( 4 ) 05/14/2027 Common Stock 100,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other REZVAN MITRA C/O PAGERDUTY, INC. 600 TOWNSEND ST., SUITE 200 SAN FRANCISCO, CA94103 Principal Accounting Officer Signatures /s /Stacey A. Giamalis, Attorney-in-Fact for Mitra Rezvan 03/17/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Included in this number are 49,472 unvested restricted stock units acquired pursuant to the Issuer's 2019 Employee Incentive Plan, 27,241 of which were granted on October 2, 2021 and shall vest 30% on the first and second anniversaries of the grant date and the remaining 40% shall vest on the third anniversary of the grant date, 11,710 of which were granted on April 2, 2021 and vests 1/13th on each quarterly anniversary of the grant date through April 2, 2025 and 10,521 of which were granted on April 2, 2020 and vests 1/9th on each quarterly anniversary of the grant date through April 2, 2024, subject to continuous service to the Issuer on each vesting date. Each restricted stock unit represents a contingent right to receive one share of Common Stock of the Issuer and has no expiration date. ( 2 )The option becomes exercisable as follows: (a) for 40,000 shares of 80,000 shares, 25% of the shares subject to option (a) shall vest on 3/8/2020 and 1/48th per month thereafter and (b) for the remaining 40,000 shares of 80,000 shares, 25% of the shares subject to option (b) shall vest on 3/8/2021 and 1/48th per month thereafter for a total vesting period of 60 months, subject to our right to repurchase unvested shares in the event the reporting person's employment terminates. ( 3 )The option becomes exercisable as follows: 25% of the shares vest on April 1, 2019 and the remaining shares vest 1/48th monthly thereafter for a total vesting period of 48 months, subject to our right to repurchase unvested shares in the event the reporting person's employment terminates. ( 4 )The option became exercisable as follows: (a) with respect to the Incentive Stock Option shares, 17,050 of the shares first became exercisable on the Date of Grant, an additional 17,050 of the shares first became exercisable on January 1 in each of 2018, 2019 and 2020, and the remaining 10,417 shares first became exercisable on January 1, 2021; and (b) with respect to the Nonstatutory Stock Option shares, all of the 21,383 shares first became exercisable on the Date of Grant.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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