SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Accel Growth Fund Investors 2011 L.L.C.

(Last) (First) (Middle)
500 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
04/15/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
04/15/2019
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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 04/15/2019 C 5,078,925(1) A (2) 6,106,738(3) I By Accel Growth Fund IV L.P., for itself and as nominee(4)
Common Stock 04/15/2019 C 28,895(1) A (2) 34,743(5) I By Accel Growth Fund IV Strategic Partners L.P.(6)
Common Stock 04/15/2019 C 560,399(1) A (2) 675,140(7) I By Accel Growth Fund L.P.(8)
Common Stock 04/15/2019 C 10,922(1) A (2) 13,158(9) I By Accel Growth Fund Strategic Partners L.P.(10)
Common Stock 04/15/2019 C 54,851(1) A (2) 66,082(11) I By Accel Investors 2013, L.L.C.(12)
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 Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
Accel Growth Fund Investors 2011 L.L.C.

(Last) (First) (Middle)
500 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Accel Growth Fund IV L.P.

(Last) (First) (Middle)
500 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Accel Growth Fund Strategic Partners L.P.

(Last) (First) (Middle)
500 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Accel Growth Fund L.P.

(Last) (First) (Middle)
500 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Accel Investors 2013 L.L.C.

(Last) (First) (Middle)
500 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Accel XI L.P.

(Last) (First) (Middle)
500 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Accel XI Strategic Partners L.P.

(Last) (First) (Middle)
500 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Accel Growth Fund Investors 2016 L.L.C.

(Last) (First) (Middle)
500 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Accel Growth Fund IV Strategic Partners L.P.

(Last) (First) (Middle)
500 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
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. On April 15, 2019, the Reporting Person filed a Form 4 reporting, among other things, the acquisition of 5,078,925 shares of the Issuer's Common Stock ( the "Reportable Transaction"), which, due to a clerical error, incorrectly reported the amount of shares beneficially owned by the Reporting Person following the Reportable Transaction. This amendment corrects the amount of shares listed in column 5 from 11,185,633 to 6,106,738.
4. 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.
5. On April 15, 2019, the Reporting Person filed a Form 4 reporting, among other things, the acquisition of 28,895 shares of the Issuer's Common Stock ( the "Reportable Transaction"), which, due to a clerical error, incorrectly reported the amount of shares beneficially owned by the Reporting Person following the Reportable Transaction. This amendment corrects the amount of shares listed in column 5 from 63,638 to 34,743.
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. On April 15, 2019, the Reporting Person filed a Form 4 reporting, among other things, the acquisition of 560,399 shares of the Issuer's Common Stock ( the "Reportable Transaction"), which, due to a clerical error, incorrectly reported the amount of shares beneficially owned by the Reporting Person following the Reportable Transaction. This amendment corrects the amount of shares listed in column 5 from 1,235,539 to 675,140.
8. 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.
9. On April 15, 2019, the Reporting Person filed a Form 4 reporting, among other things, the acquisition of 10,922 shares of the Issuer's Common Stock ( the "Reportable Transaction"), which, due to a clerical error, incorrectly reported the amount of shares beneficially owned by the Reporting Person following the Reportable Transaction. This amendment corrects the amount of shares listed in column 5 from 24,080 to 13,158.
10. 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.
11. On April 15, 2019, the Reporting Person filed a Form 4 reporting, among other things, the acquisition of 54,851 shares of the Issuer's Common Stock ( the "Reportable Transaction"), which, due to a clerical error, incorrectly reported the amount of shares beneficially owned by the Reporting Person following the Reportable Transaction. This amendment corrects the amount of shares listed in column 5 from 120,933 to 66,082.
12. 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.
Remarks:
/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund Investors 2011 L.L.C. 10/09/2019
/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund IV L.P., for itself and as nominee 10/09/2019
/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund Strategic Partners L.P. 10/09/2019
/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund L.P. 10/09/2019
/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Investors 2013, L.L.C. 10/09/2019
/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel XI L.P. 10/09/2019
/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel XI Strategic Partners L.P. 10/09/2019
/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund Investors 2016 L.L.C. 10/09/2019
/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund IV Strategic Partners L.P. 10/09/2019
** Signature of Reporting Person Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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