FORM 4
[X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Accel Growth Fund Investors 2011 L.L.C.
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)
(Last)          (First)          (Middle)

500 UNIVERSITY AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

10/7/2019
(Street)

PALO ALTO, CA 94301
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  10/7/2019    J(1)    46660  D $0.00  93  D (2)  
Common Stock  10/7/2019    J(3)    673801  D $0.00  1339  I  By Accel Growth Fund L.P. (4)
Common Stock  10/7/2019    J(5)    13132  D $0.00  26  I  By Accel Growth Fund Strategic Partners L.P. (6)
Common Stock  10/7/2019    J(7)    65951  D $0.00  131  I  By Accel Investors 2013, L.L.C. (8)
Common Stock  10/7/2019    J(9)    620984  D $0.00  1234  I  By Accel XI L.P. (10)
Common Stock  10/7/2019    J(11)    46660  D $0.00  93  I  By Accel XI Strategic Partners L.P. (12)
Common Stock                 292084  I  By Accel Growth Fund Investors 2016, L.L.C. (13)
Common Stock                 6106738  I  By Accel Growth Fund IV L.P., for itself and as nominee (14)
Common Stock                 34743  I  By Accel Growth Fund IV Strategic Partners L.P. (15)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
(1)  On October 7, 2019, Accel Growth Fund Investors 2011 L.L.C. distributed, for no consideration, 46,660 shares of Common stock of the Issuer (the "AGFI 2011 Shares") to its limited partners, representing each such partner's pro rata interest in such AGFI 2011 Shares. The distribution was made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
(2)  Andrew G. Braccia, Kevin J. Efrusy, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, and Richard P. Wong are the Managing Members of Accel Growth Fund Investors 2011 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)  On October 7, 2019, Accel Growth Fund L.P. distributed, for no consideration, 673,801 shares of Common stock of the Issuer (the "AGF Shares") to its limited partners, representing each such partner's pro rata interest in such AGF Shares. The distribution was made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
(4)  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.
(5)  On October 7, 2019, Accel Growth Fund Strategic Partners L.P. distributed, for no consideration, 13,132 shares of Common stock of the Issuer (the "AGF SP Shares") to its limited partners, representing each such partner's pro rata interest in such AGF SP Shares. The distribution was made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
(6)  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)  On October 7, 2019, Accel Investors 2013 L.L.C. distributed, for no consideration, 65,951 shares of Common stock of the Issuer (the "AI 2013 Shares") to its limited partners, representing each such partner's pro rata interest in such AI 2013 Shares. The distribution was made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
(8)  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.
(9)  On October 7, 2019, Accel XI L.P. distributed, for no consideration, 620,984 shares of Common stock of the Issuer (the "A XI Shares") to its limited partners, representing each such partner's pro rata interest in such A XI Shares. The distribution was made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
(10)  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.
(11)  On October 7, 2019, Accel XI Strategic Partners L.P. distributed, for no consideration, 46,660 shares of Common stock of the Issuer (the "A XI SP Shares") to its limited partners, representing each such partner's pro rata interest in such A XI SP Shares. The distribution was made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
(12)  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.
(13)  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.
(14)  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.
(15)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Accel Growth Fund Investors 2011 L.L.C.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301

X

Accel Growth Fund Investors 2016 L.L.C.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301

X

Accel Growth Fund IV L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301

X

Accel Growth Fund IV Strategic Partners L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301

X

Accel Growth Fund L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301

X

Accel Growth Fund Strategic Partners L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301

X

Accel Investors 2013 L.L.C.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301

X

Accel XI L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301

X

Accel XI Strategic Partners L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301

X


Signatures
/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund Investors 2011 L.L.C. 10/9/2019
**Signature of Reporting Person Date

/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund Investors 2016 L.L.C. 10/9/2019
**Signature of Reporting Person Date

/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund IV L.P., for itself and as nominee 10/9/2019
**Signature of Reporting Person Date

/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund IV Strategic Partners L.P. 10/9/2019
**Signature of Reporting Person Date

/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund L.P. 10/9/2019
**Signature of Reporting Person Date

/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund Strategic Partners L.P. 10/9/2019
**Signature of Reporting Person Date

/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Investors 2013, L.L.C. 10/9/2019
**Signature of Reporting Person Date

/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel XI L.P. 10/9/2019
**Signature of Reporting Person Date

/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel XI Strategic Partners L.P. 10/9/2019
**Signature of Reporting Person Date


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News Pagerduty, Inc.

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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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