Sec Form 4 Filing - Accel Growth Fund Investors 2011 L.L.C. @ 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 Accel Growth Fund Investors 2011 L.L.C. 2. Issuer Name and Ticker or Trading Symbol PagerDuty, Inc. [ PD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 500 UNIVERSITY AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 04/15/2019 (Street) PALO ALTO, CA94301 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 38,804 ( 1 ) A 46,753 D ( 3 ) Common Stock 04/15/2019 C 242,923 ( 1 ) A 292,084 I By Accel Growth Fund Investors 2016, L.L.C. ( 4 ) Common Stock 04/15/2019 C 5,078,925 ( 1 ) A 11,185,663 I By Accel Growth Fund IV L.P., for itself and as nominee ( 5 ) Common Stock 04/15/2019 C 28,895 ( 1 ) A 63,638 I By Accel Growth Fund IV Strategic Partners L.P. ( 6 ) Common Stock 04/15/2019 C 560,399 ( 1 ) A 1,235,539 I By Accel Growth Fund L.P. ( 7 ) Common Stock 04/15/2019 C 10,922 ( 1 ) A 24,080 I By Accel Growth Fund Strategic Partners L.P. ( 8 ) Common Stock 04/15/2019 C 54,851 ( 1 ) A 120,933 I By Accel Investors 2013, L.L.C. ( 9 ) Common Stock 04/15/2019 C 516,470 ( 1 ) A 622,218 I By Accel XI L.P. ( 10 ) Common Stock 04/15/2019 C 38,804 ( 1 ) A 46,753 I By Accel XI Strategic Partners L.P. ( 11 )

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 D Preferred Stock ( 2 ) 04/15/2019 C 0 ( 2 ) ( 2 ) Common Stock 2,422 $ 0 0 D ( 3 ) Series D Preferred Stock ( 2 ) 04/15/2019 C 0 ( 2 ) ( 2 ) Common Stock 15,161 $ 0 0 I By Accel Growth Fund Investors 2016, L.L.C. ( 4 ) Series D Preferred Stock ( 2 ) 04/15/2019 C 0 ( 2 ) ( 2 ) Common Stock 316,985 $ 0 0 I By Accel Growth Fund IV L.P., for itself and as nominee ( 5 ) Series D Preferred Stock ( 2 ) 04/15/2019 C 0 ( 2 ) ( 2 ) Common Stock 1,803 $ 0 0 I By Accel Growth Fund IV Strategic Partners L.P. ( 6 ) Series D Preferred Stock ( 2 ) 04/15/2019 C 0 ( 2 ) ( 2 ) Common Stock 34,975 $ 0 0 I By Accel Growth Fund L.P. ( 7 ) Series D Preferred Stock ( 2 ) 04/15/2019 C 0 ( 2 ) ( 2 ) Common Stock 682 $ 0 0 I By Accel Growth Fund Strategic Partners L.P. ( 8 ) Series D Preferred Stock ( 2 ) 04/15/2019 C 0 ( 2 ) ( 2 ) Common Stock 3,423 $ 0 0 I By Accel Investors 2013, L.L.C. ( 9 ) Series D Preferred Stock ( 2 ) 04/15/2019 C 0 ( 2 ) ( 2 ) Common Stock 32,234 $ 0 0 I By Accel XI L.P. ( 10 ) Series D Preferred Stock ( 2 ) 04/15/2019 C 0 ( 2 ) ( 2 ) Common Stock 2,422 $ 0 0 I By Accel XI Strategic Partners L.P. ( 11 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Accel Growth Fund Investors 2011 L.L.C. 500 UNIVERSITY AVENUE PALO ALTO, CA94301 X Accel Growth Fund Investors 2016 L.L.C. 500 UNIVERSITY AVENUE PALO ALTO, CA94301 X Accel Growth Fund IV L.P. 500 UNIVERSITY AVENUE PALO ALTO, CA94301 X Accel Growth Fund IV Strategic Partners L.P. 500 UNIVERSITY AVENUE PALO ALTO, CA94301 X Accel Growth Fund L.P. 500 UNIVERSITY AVENUE PALO ALTO, CA94301 X Accel Growth Fund Strategic Partners L.P. 500 UNIVERSITY AVENUE PALO ALTO, CA94301 X Accel Investors 2013 L.L.C. 500 UNIVERSITY AVENUE PALO ALTO, CA94301 X Accel XI L.P. 500 UNIVERSITY AVENUE PALO ALTO, CA94301 X Accel XI Strategic Partners L.P. 500 UNIVERSITY AVENUE PALO ALTO, CA94301 X Signatures /s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund Investors 2011 L.L.C. 04/15/2019 Signature of Reporting Person Date /s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund Investors 2016 L.L.C. 04/15/2019 Signature of Reporting Person Date /s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund IV L.P., for itself and as nominee 04/15/2019 Signature of Reporting Person Date /s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund IV Strategic Partners L.P. 04/15/2019 Signature of Reporting Person Date /s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund L.P. 04/15/2019 Signature of Reporting Person Date /s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund Strategic Partners L.P. 04/15/2019 Signature of Reporting Person Date /s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Investors 2013, L.L.C. 04/15/2019 Signature of Reporting Person Date /s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel XI L.P. 04/15/2019 Signature of Reporting Person Date /s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel XI Strategic Partners L.P. 04/15/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is the second of two Form 4s filed relating to the same event. Total shares includes conversion from Part 1, Table II. ( 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 )Andrew G. Braccia, Kevin J. Efrusy, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, and Richard P. Wong are the Managing Members of Accel Growth Fund Investors 2011 L.L.C. and therefore share the voting and investment powers. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein. ( 4 )Andrew G. Braccia, Ryan J. Sweeney, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, and Richard P. Wong are the Managing Members of Accel Growth Fund Investors 2016 L.L.C. and therefore share the voting and investment powers. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein. ( 5 )Accel Growth Fund IV Associates L.L.C. ("AGF4A") is the General Partner of Accel Growth Fund IV L.P., for itself and as nominee, and has the sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong are the Managing Members of AGF4A and share such powers. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein. ( 6 )Accel Growth Fund IV Associates L.L.C. ("AGF4A") is the General Partner of Accel Growth Fund IV Strategic Partners L.P., and has the sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong are the Managing Members of AGF4A and share such powers. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein. ( 7 )Accel Growth Fund Associates L.L.C. ("AGFA") is the General Partner of Accel Growth Fund L.P. and has the sole voting and investment power. Andrew G. Braccia, Kevin J. Efrusy, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, and Richard P. Wong are the Managing Members of AGFA and share such powers. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein. ( 8 )Accel Growth Fund Associates L.L.C. ("AGFA") is the General Partner of Accel Growth Fund Strategic Partners L.P., and has the sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Kevin J. Efrusy and Richard P. Wong are the Managing Members of AGFA and share such powers. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein. ( 9 )Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, and Richard P. Wong are the Managing Members of Accel Investors 2013, L.L.C. and therefore share the voting and investment powers. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein. ( 10 )Accel XI Associates L.L.C. ("A11A") is the General Partner of Accel XI L.P. and has the sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, and Richard P. Wong are the Managing Members of A11A and share such powers. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein. ( 11 )Accel XI Associates L.L.C. ("A11A") is the General Partner of Accel XI Strategic Partners L.P. and has the sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, and Richard P. Wong are the Managing Members of A11A and share such powers. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein.

Remarks: This Form 4 is the second of two Form 4s filed relating to the same event. Combined, the two reports report the holdings for the following reporting persons: Accel Growth Fund Investors 2011, L.L.C., Accel Growth Fund Investors 2016, L.L.C., Accel Growth Fund IV L.P., for itself and as nominee, Accel Growth Fund IV Strategic Partners L.P., Accel Growth Fund L.P., Accel Growth Fund Strategic Partners L.P., Accel Investors 2013, L.L.C., Accel XI L.P., and Accel XI Strategic Partners L.P. This Form 4 has been split into two filings because the SEC's EDGAR filing system limits Table II to a maximum of 30 rows. Each Form 4 is filed by designated filer Accel Growth Fund Investors 2011 L.L.C.

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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