Daniel R. Marcus / Chief Compliance Officer

0001104659-26-059354.txt : 20260512 0001104659-26-059354.hdr.sgml : 20260512 20260512160111 ACCESSION NUMBER: 0001104659-26-059354 CONFORMED SUBMISSION TYPE: SCHEDULE 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20260512 DATE AS OF CHANGE: 20260512 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PagerDuty, Inc. CENTRAL INDEX KEY: 0001568100 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology EIN: 272793871 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SCHEDULE 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91172 FILM NUMBER: 26968278 BUSINESS ADDRESS: STREET 1: 600 TOWNSEND STREET #200 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: (844) 800-3889 MAIL ADDRESS: STREET 1: 600 TOWNSEND STREET #200 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: D. E. SHAW & CO, L.P. CENTRAL INDEX KEY: 0001009268 ORGANIZATION NAME: EIN: 133695715 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G BUSINESS ADDRESS: STREET 1: TWO MANHATTAN WEST STREET 2: 375 NINTH AVENUE, 52ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-478-0000 MAIL ADDRESS: STREET 1: TWO MANHATTAN WEST STREET 2: 375 NINTH AVENUE, 52ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: SHAW D E & CO L P /NY/ DATE OF NAME CHANGE: 19990421 SCHEDULE 13G 1 primary_doc.xml X0202 SCHEDULE 13G 0001009268 XXXXXXXX LIVE Common Stock, par value $0.000005 per share 05/05/2026 0001568100 PagerDuty, Inc. 69553P100 600 Townsend St., Suite 200 San Francisco CA 94103 Rule 13d-1(c) D. E. Shaw & Co., L.P. DE 0.00 3909400.00 0.00 3985100.00 3985100.00 N 5.2 IA PN David E. Shaw X1 0.00 3909400.00 0.00 3985100.00 3985100.00 N 5.2 IN PagerDuty, Inc. 600 Townsend St., Suite 200, San Francisco, CA 94103 D. E. Shaw & Co., L.P. David E. Shaw The business address for each reporting person is: Two Manhattan West 375 Ninth Avenue, 52nd Floor New York, NY 10001 D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware. David E. Shaw is a citizen of the United States of America. Y D. E. Shaw & Co., L.P.: 3,985,100 shares This is composed of (i) 1,802,452 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (ii) 832,456 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., (iii) 69,900 shares in the name of D. E. Shaw Composite Portfolios, L.L.C., and (iv) 1,280,292 shares under the management of D. E. Shaw Investment Management, L.L.C. David E. Shaw: 3,985,100 shares This is composed of (i) 1,802,452 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (ii) 832,456 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., (iii) 69,900 shares in the name of D. E. Shaw Composite Portfolios, L.L.C., and (iv) 1,280,292 shares under the management of D. E. Shaw Investment Management, L.L.C. David E. Shaw does not own any shares directly. By virtue of David E. Shaw's position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the investment adviser of D. E. Shaw Valence Portfolios, L.L.C., D. E. Shaw Oculus Portfolios, L.L.C., and D. E. Shaw Composite Portfolios, L.L.C. and the managing member of D. E. Shaw Investment Management, L.L.C., and by virtue of David E. Shaw's position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the manager of D. E. Shaw Valence Portfolios, L.L.C., D. E. Shaw Oculus Portfolios, L.L.C., and D. E. Shaw Composite Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of 3,909,400 shares and the shared power to dispose or direct the disposition of 3,985,100 shares, the 3,985,100 shares as described above constituting 5.2% of the outstanding shares, and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 3,985,100 shares. D. E. Shaw & Co., L.P.: 5.2% David E. Shaw: 5.2% D. E. Shaw & Co., L.P.: 0 shares David E. Shaw: 0 shares D. E. Shaw & Co., L.P.: 3,909,400 shares David E. Shaw: 3,909,400 shares D. E. Shaw & Co., L.P.: 0 shares David E. Shaw: 0 shares D. E. Shaw & Co., L.P.: 3,985,100 shares David E. Shaw: 3,985,100 shares Y Y Y Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. Exhibit 2: Joint Filing Agreement, by and among the Reporting Persons, dated May 12, 2026. D. E. Shaw & Co., L.P. /s/ Daniel R. Marcus Daniel R. Marcus / Chief Compliance Officer 05/12/2026 David E. Shaw /s/ Daniel R. Marcus Daniel R. Marcus / Attorney-in-Fact for David E. Shaw 05/12/2026 Exhibit 1: Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co., Inc., in favor of the signatories hereto, among others, dated August 1, 2024. EX-24.1 2 tm2614081d1_ex1.htm EXHIBIT 1

Exhibit 1

POWER OF ATTORNEY

FOR CERTAIN REGULATORY FILINGS

INCLUDING CERTAIN FILINGS

UNDER THE SECURITIES EXCHANGE ACT OF 1934

AND THE INVESTMENT ADVISERS ACT OF 1940

I, David E. Shaw, hereby make, constitute, and appoint each of

Adam Deaton,

Anne Dinning,

Edward Fishman,

Alexis Halaby,

Edwin Jager,

Martin Lebwohl,

Daniel Marcus,

Anoop Prasad,

Maximilian Stone, and

David Sweet,

acting individually in such person’s capacity as an employee of D. E. Shaw & Co., L.P. or one of its subsidiaries, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, (i) executing in my name, in my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the general partner of D. E. Shaw & Co., L.P. and general partner, managing member, or manager of other entities, any of which in turn may be acting for itself or other entities), all documents, certificates, instruments, statements, other filings, and amendments to the foregoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with any registration or regulatory disclosure requirements and/or ownership or control-person reporting requirements imposed by any U.S. or non-U.S. governmental or regulatory authority, including without limitation Form ADV, Forms 3, 4, 5, and 13F, and Schedules 13D and 13G required to be filed with the U.S. Securities and Exchange Commission, and/or (ii) delivering, furnishing, or filing, in each case whether themself or through their designee, any such documents to or with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution of, and/or their (or their designee’s) delivery, furnishing, and/or filing of, the applicable document.

This power of attorney shall be valid as of the date set forth below and replaces the power granted on March 1, 2017, which is hereby cancelled. Furthermore, this power of attorney shall be valid with respect to any particular individual set forth above only for so long as such person remains employed by D. E. Shaw & Co., L.P. or one of its subsidiaries.

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

Date: August 1, 2024

/s/ David E. Shaw

David E. Shaw,

as President of D. E. Shaw & Co., Inc.

EX-99.1 3 tm2614081d1_ex2.htm EXHIBIT 2

Exhibit 2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.000005 per share, of PagerDuty, Inc., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of this 12th day of May, 2026.

	D. E. Shaw & Co., L.P.

	By:	/s/ Daniel R. Marcus
		Daniel R. Marcus
		Chief Compliance Officer

	David E. Shaw

	By:	/s/ Daniel R. Marcus
		Daniel R. Marcus
		Attorney-in-Fact for David E. Shaw