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*
Bessemer Venture Partners VIII L.P.

(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PagerDuty, Inc. [ NYSE: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)
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 7,222,713(1) A (2) 7,872,224(3) I See footnotes(3)(4)
Common Stock 04/15/2019 P 300,000(5) A $24 8,172,224(5) I See footnotes(4)(5)
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
Series B Preferred Stock (2) 04/15/2019 C 6,957,266(6) (2) (2) Common Stock 6,957,266(2)(6) $0.00 0 I See footnotes(4)(6)
Series C Preferred Stock (2) 04/15/2019 C 95,544(7) (2) (2) Common Stock 95,544(2)(7) $0.00 0 I See footnotes(4)(7)
Series D Preferred Stock (2) 04/15/2019 C 169,903(8) (2) (2) Common Stock 169,903(2)(8) $0.00 0 I See footnotes(4)(8)
1. Name and Address of Reporting Person*
Bessemer Venture Partners VIII L.P.

(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bessemer Venture Partners VIII Institutional L.P.

(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Deer VIII & Co. L.P.

(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Deer VIII & Co. Ltd.

(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)
Explanation of Responses:
1. Represents the total shares received by Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst") and Bessemer Venture Partners VIII, L.P. ("BVP VIII", together with BVP VIII Inst referred to collectively, the "Funds") upon conversion of the Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, (collectively the "Preferred Stock") upon closing of the Issuer's initial public offering.
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. Following the reported transaction, BVP VIII Inst and BVP VIII owned 4,298,235 and 3,573,989 shares of Common Stock, respectively.
4. Deer VIII & Co. Ltd. ("Deer Ltd.") is the general partner of Deer VIII & Co. L.P. ("Deer L.P."), which is the general partner of BVP VIII Inst and BVP VIII. Deer Ltd. and Deer L.P. disclaim beneficial ownership of the securities held by the Funds, and this report shall not be deemed an admission that Deer Ltd. and Deer L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Funds.
5. On April 15, 2019, BVP VIII Inst and BVP VIII purchased 163,800 shares and 136,200 shares, respectively, in the Issuer's initial public offering. Following the reported transaction, BVP VIII Inst and BVP VIII own 4,462,035 and 3,710,189 shares, respectively, of Common Stock.
6. Prior to the closing, BVP VIII Inst and BVP VIII owned 3,798,666 shares and 3,158,600 shares, respectively, of the Series B Preferred Stock.
7. Prior to the closing, BVP VIII Inst and BVP VIII owned 52,168 shares and 43,376 shares, respectively, of the Series C Preferred Stock.
8. Prior to the closing, BVP VIII Inst and BVP VIII owned 92,767 shares and 77,136 shares, respectively, of the Series D Preferred Stock.
Remarks:
/s/Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P., the General Partner of Bessemer Venture Partners VIII L.P. 04/15/2019
/s/Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P., the General Partner of Bessemer Venture Partners VIII Institutional L.P. 04/15/2019
/s/Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P 04/15/2019
/s/Scott Ring, General Counsel, Deer VIII & Co. Ltd 04/15/2019
** Signature of Reporting Person Date
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