Sec Form 4 Filing - Kurzweil Ethan @ PagerDuty, Inc. - 2019-04-15

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 Kurzweil Ethan 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 BESSEMER VENTURE PARTNERS, 1865 PALMER AVE., SUITE 104 3. Date of Earliest Transaction (MM/DD/YY) 04/15/2019 (Street) LARCHMONT, NY10538 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 04/15/2019 C 0 ( 1 ) A 0 ( 3 ) I See footnotes ( 3 ) ( 4 ) Common Stock 04/15/2019 P 0 ( 5 ) A $ 0 ( 5 ) 0 ( 5 ) I See footnotes ( 4 ) ( 5 )

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 Series B Preferred Stock ( 2 ) 04/15/2019 C 0 ( 6 ) ( 2 ) ( 2 ) Common Stock 0 ( 2 ) ( 6 ) $ 0 0 I See footnotes ( 4 ) ( 6 ) Series C Preferred Stock ( 2 ) 04/15/2019 C 0 ( 7 ) ( 2 ) ( 2 ) Common Stock 0 ( 2 ) ( 7 ) $ 0 0 I See footnotes ( 4 ) ( 7 ) Series D Preferred Stock ( 2 ) 04/15/2019 C 0 ( 8 ) ( 2 ) ( 2 ) Common Stock 0 ( 2 ) ( 8 ) $ 0 0 I See footnotes ( 4 ) ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kurzweil Ethan C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE 104 LARCHMONT, NY10538 X Signatures Ethan Kurzweil, by /s/ Stacey A. Giamalis, Attorney-in-Fact 04/15/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst") and Bessemer Venture Partners VIII, L.P. ("BVP VIII", and together with BVP VIII Inst, the "Funds") received 3,943,601 shares of Common Stock and 3,279,112 shares of Common Stock, respectively, upon conversion of the Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (collectively the "Preferred Stock") upon the closing of the Issuer's initial public offering. ( 2 )The Preferred Stock converted into Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Preferred Stock had no expiration date. ( 3 )Following the reported transaction, BVP VIII Inst and BVP VIII owned 4,298,235 and 3,573,989 shares of Common Stock, respectively. ( 4 )The Reporting Person has a passive economic interest in the shares held by the Funds through an interest in (1) BVP VIII and (2) Deer VIII & Co. L.P. ("Deer L.P."), the general partner of each of the Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Funds, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer L.P. and his indirect limited partnership interest in BVP VIII. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities. ( 5 )On April 15, 2019, BVP VIII Inst and BVP VIII purchased 163,800 shares and 136,200 shares, respectively, of Common Stock in the Issuer's initial public offering at a price per share of $24.00. Following the reported transaction, BVP VIII Inst and BVP VIII own 4,462,035 and 3,710,189 shares, respectively, of Common Stock. ( 6 )Prior to the closing, BVP VIII Inst and BVP VIII owned 3,798,666 shares and 3,158,600 shares, respectively, of the Series B Preferred Stock that converted into 3,798,666 shares and 3,158,600 shares, respectively, of Common Stock. Following the conversion, BVP VIII Inst and BVP VIII owned zero shares of Series B Preferred Stock. ( 7 )Prior to the closing, BVP VIII Inst and BVP VIII owned 52,168 shares and 43,376 shares, respectively, of the Series C Preferred Stock that converted into 52,168 shares and 43,376 shares, respectively, of Common Stock. Following the conversion, BVP VIII Inst and BVP VIII owned zero shares of Series C Preferred Stock. ( 8 )Prior to the closing, BVP VIII Inst and BVP VIII owned 92,767 shares and 77,136 shares, respectively, of the Series D Preferred Stock that converted into 92,767 shares and 77,136 shares, respectively, of Common Stock. Following the conversion, BVP VIII Inst and BVP VIII owned zero shares of Series D Preferred Stock.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

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