X0206 3 2019-04-10 0 0001568100 PagerDuty, Inc. NYSE:PD 0001508900 Bessemer Venture Partners VIII L.P. C/O BESSEMER VENTURE PARTNERS, 1865 PALMER AVE., SUITE 104 LARCHMONT NY 10538 0 0 1 0 0001508902 Bessemer Venture Partners VIII Institutional L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT NY 10538 0 0 1 0 0001559306 Deer VIII & Co. L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT NY 10538 0 0 1 0 0001559311 Deer VIII & Co. Ltd. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT NY 10538 0 0 1 0 Common Stock 649511 I See footnotes Series B Preferred Stock Common Stock 6957266 I See footnotes Series C Preferred Stock Common Stock 95544 I See footnotes Series D Preferred Stock Common Stock 169903 I See footnotes As of the date hereof, Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst") and Bessemer Venture Partners VIII, L.P. ("BVP VIII", together with BVP VIII Inst refered to collectively, the "Funds") own 354,634 shares and 294,877 shares, respectively, of Common Stock. 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. The Series B Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series B Preferred Stock will be converted into shares of Common Stock of the Issuer. As of the date hereof, BVP VIII Inst and BVP VIII own 3,798,666 shares and 3,158,600 shares, respectively, of Common Stock issuable upon conversion of the Series B Preferred Stock. The Series C Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series C Preferred Stock will be converted into shares of Common Stock of the Issuer. As of the date hereof, BVP VIII Inst and BVP VIII own 52,168 shares and 43,376 shares, respectively, of Common Stock issuable upon conversion of the Series C Preferred Stock. The Series D Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series D Preferred Stock will be converted into shares of Common Stock of the Issuer. As of the date hereof, BVP VIII Inst and BVP VIII own 92,767 shares and 77,136 shares, respectively, of Common Stock issuable upon conversion of the Series D Preferred Stock. /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. 2019-04-10 /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. 2019-04-10 /s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P. 2019-04-10 /s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd. 2019-04-10