Sec Form 4 Filing - REZVAN MITRA @ PagerDuty, Inc. - 2023-04-05

Insider filing report for Changes in Beneficial Ownership
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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
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)
04/05/2023
(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 04/05/2023 M 5,000 A $ 5.865 107,840 ( 1 ) D
Common Stock 04/05/2023 S 5,000 D $ 31.6 ( 2 ) 102,840 ( 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) $ 5.865 04/05/2023 M 5,000 ( 3 ) 05/14/2027 Common Stock 5,000 $ 0 95,000 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 /Irving Gomez, Attorney-in-Fact for Mitra Rezvan 04/07/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )A portion of these shares represent restricted stock units.
( 2 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.37 to $31.72 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.
( 3 )The option becomes exercisable as follows: (a) with respect to the Incentive Stock Option shares, 17,050 of the shares first becomes exercisable on the Date of Grant, an additional 17,050 of the shares first becomes exercisable on January 1 in each of 2018, 2019 and 2020, and the remaining 10,417 shares first become exercisable on January 1, 2021; and (b) with respect to the Nonstatutory Stock Option shares, all of the 21,383 shares first becomes 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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