SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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

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1. Name and Address of Reporting Person^*

Accel Growth Fund Investors 2011 L.L.C.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/10/2019

3. Issuer Name and Ticker or Trading Symbol
PagerDuty, Inc. [ PD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,422	⁽¹⁾	D
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	15,161	⁽¹⁾	I	By Accel Growth Fund Investors 2016, L.L.C.⁽²⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	316,985	⁽¹⁾	I	Accel Growth Fund IV L.P., for itself and as nominee⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,803	⁽¹⁾	I	By Accel Growth Fund IV Strategic Partners L.P.⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	34,975	⁽¹⁾	I	By Accel Growth Fund L.P.⁽⁵⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	682	⁽¹⁾	I	By Accel Growth Fund Strategic Partners L.P.⁽⁶⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	3,423	⁽¹⁾	I	By Accel Investors 2013, L.L.C.⁽⁷⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	32,234	⁽¹⁾	I	By Accel XI L.P.⁽⁸⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,422	⁽¹⁾	I	By Accel XI Strategic Partners L.P.⁽⁹⁾

1. Name and Address of Reporting Person^*

Accel Growth Fund Investors 2011 L.L.C.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Accel Growth Fund Investors 2016 L.L.C.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Accel Growth Fund IV L.P.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Accel Growth Fund IV Strategic Partners L.P.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Accel Growth Fund L.P.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Accel Growth Fund Strategic Partners L.P.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Accel Investors 2013 L.L.C.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Accel XI L.P.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Accel XI Strategic Partners L.P.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each share of Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completionof the Issuer's initial public offering, all shares of Preferred Stock will be converted into shares of Common Stock of the issuer.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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 3 is the second of two Form 3s 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 3 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits Table II to a maximum of 30 rows. Each Form 3 is filed by designated filer Accel Growth Fund Investors 2011 L.L.C.

	/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund Investors 2011 L.L.C.	04/10/2019
	/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund Investors 2016 L.L.C.	04/10/2019
	/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund IV L.P., for itself and as nominee	04/10/2019
	/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund IV Strategic Partners L.P.	04/10/2019
	/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund L.P.	04/10/2019
	/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund Strategic Partners L.P.	04/10/2019
	/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Investors 2013, L.L.C.	04/10/2019
	/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel XI L.P.	04/10/2019
	/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel XI Strategic Partners L.P.	04/10/2019
	** 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 5 (b)(v).
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