0000899243-20-009363.txt : 20200324 0000899243-20-009363.hdr.sgml : 20200324 20200324193403 ACCESSION NUMBER: 0000899243-20-009363 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200320 FILED AS OF DATE: 20200324 DATE AS OF CHANGE: 20200324 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kurzweil Ethan CENTRAL INDEX KEY: 0001762438 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38856 FILM NUMBER: 20739623 MAIL ADDRESS: STREET 1: C/O BESSEMER VENTURE PARTNERS STREET 2: 1865 PALMER AVENUE, SUITE 104 CITY: LARCHMONT STATE: NY ZIP: 10538 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PagerDuty, Inc. CENTRAL INDEX KEY: 0001568100 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 272793871 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-03-20 0 0001568100 PagerDuty, Inc. NYSE:PD 0001762438 Kurzweil Ethan C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE 104 LARCHMONT NY 10538 1 0 0 0 Common Stock 2020-03-20 4 S 0 0 0.00 D 0 I See footnotes Common Stock 2020-03-23 4 S 0 0 0.00 D 0 I See footnotes Common Stock 2020-03-24 4 S 0 0 0.00 D 0 I See footnotes Common Stock 16007 I See footnotes On March 20, 2020 Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst") and Bessemer Venture Partners VIII, L.P. ("BVP VIII", and together with BVP VIII Inst, the "Funds") sold 447,538 shares of Common Stock and 429,318 shares of Common Stock, respectively. The Funds' shares were sold in multiple executions at a price per share ranging from $18.50 to $19.10, with an average execution price per share of $18.52. Each of the Funds hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding such individual executions. After the reported transaction, BVP VIII held 2,538,833 shares of Common Stock of the Issuer and BVP VIII Inst held 3,122,091 shares of Common Stock of the Issuer. The Reporting Person has a passive economic interest in the shares held by the Funds through an interest in (1) BVP VIII and (2) Deer VIII & Co. L.P. ("Deer L.P."), the general partner of each of the Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Funds, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer L.P. and his indirect limited partnership interest in BVP VIII. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities. (On March 23, 2020 BVP VIII Inst and BVP VIII sold 45,460 shares of Common Stock and 43,046 shares of Common Stock, respectively. The Funds' shares were sold in multiple executions at a price per share ranging from $18.50 to $18.51, with an average execution price per share of $18.51. Each of the Funds hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding such individual executions. After the reported transaction, BVP VIII held 2,495,787 shares and BVP VIII Inst held 3,076,631 shares of Common Stock of the Issuer, respectively. On March 24, 2020 BVP VIII Inst and BVP VIII sold 47,411 shares of Common Stock and 48,295 shares of Common Stock, respectively. The Funds' shares were sold in multiple executions at a price per share ranging from $18.66 to $18.67, with an average execution price per share of $18.66. Each of the Funds hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding such individual executions. After the reported transaction, BVP VIII held 2,447,492 shares and BVP VIII Inst held 3,092,220 shares of Common Stock of the Issuer, respectively. Includes 7,938 shares of Common Stock received by the Ethan F. Kurzweil and Rebecca B. Kurzweil, as Co-Trustees of the KurzTrust, dated 11-11-13 (the "KurzTrust") in one or more pro rata distributions-in-kind from the Funds and Deer L.P. on October 7, 2019, which distributions were made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. Includes 8,069 shares of Common Stock received by the KurzTrust in one or more pro rata distributions-in-kind from the Funds and Deer L.P. on December 10, 2019, which distributions were made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. These share are held by the KurzTrust. /s/ Ethan Kurzweil 2020-03-24