PagerDuty Inc.

12/16/2024 | Press release | Distributed by Public on 12/16/2024 16:46

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Tejada Jennifer
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
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O PAGERDUTY, INC., 600 TOWNSEND ST., STE. 200 		3. Date of Earliest Transaction (Month/Day/Year)
12/12/2024
(Street)
SAN FRANCISCO, CA 94103 		4. If Amendment, Date Original Filed (Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 12/12/2024 M(1) 12,500 A $2 920,131(2) D
Common Stock 12/12/2024 S(1) 12,500 D $20.12(3) 907,631(2) D
Common Stock 13,426 I By Jennifer Tejada, as Trustee of the Tejada 2024 Grantor Retained Annuity Trust - I
Common Stock 13,426 I By Jennifer Tejada, as Trustee of the Tejada 2024 Grantor Retained Annuity Trust - II
Common Stock 25,000 I By Jennifer Tejada, as Trustee of the Tejada 2024 Grantor Retained Annuity Trust - III
Common Stock 25,000 I By Jennifer Tejada, as Trustee of the Tejada 2024 Grantor Retained Annuity Trust - IV
Common Stock 22,610 I By Jennifer Tejada, as Trustee of the Tejada 2023 Grantor Retained Annuity Trust - I
Common Stock 22,610 I By Jennifer Tejada, as Trustee of the Tejada 2023 Grantor Retained Annuity Trust - II
Common Stock 144,500 I By Jennifer Tejada, as Trustee of the Langford Island Trust
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year) 		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) $2 12/12/2024 M 12,500 (4) 07/21/2026 Common Stock 12,500 $ 0 863,048 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tejada Jennifer
C/O PAGERDUTY, INC.
600 TOWNSEND ST., STE. 200
SAN FRANCISCO, CA 94103 		X Chief Executive Officer

Signatures

/s/ Shelley Webb, as Attorney-in-Fact, for Jennifer Tejada 12/16/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This transaction was effected pursuant to a 10b5-1 trading plan adopted by the reporting person on April 9, 2024
(2) A portion of these shares represent restricted stock units.
(3) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.31 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.
(4) The option becomes exercisable as follows: (a) 50,000 of 250,000 shares become exercisable on the 7/22/2016 and an additional 50,000 shares subject to the incentive stock option first become exercisable on January 1 in each of 2017, 2018, 2019, and 2020; and (b) 3,638,426 shares first become exercisable on 7/22/2016, subject to our right to repurchase unvested shares in the event the reporting person's employment terminates. 12/48th of the part (b) shares vests on the 12-month anniversary of 7/18/2016 and 1/48th of the part (b) shares vests monthly thereafter for a total vesting period of 48 months.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.