Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] 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 ^* Chung Steven	2. Issuer Name and Ticker or Trading Symbol PagerDuty, Inc. [ PD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Senior VP, Sales & Services
(Last) (First) (Middle) C/O PAGERDUTY, INC., 600 TOWNSEND ST., STE. 200	3. Date of Earliest Transaction (MM/DD/YYYY) 10/14/2019
(Street) SAN FRANCISCO, CA 94103 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/14/2019		M		50000.00	A	$2.00	50000.00	D
Common Stock	10/14/2019		S⁽¹⁾		50000.00	D	$26.2006 ⁽²⁾	0.00	D

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$2.00	10/14/2019		M			50000.00	⁽³⁾	12/20/2026	Common Stock	50000.00	$2.00	679081.00	D

Explanation of Responses:
(1)	The sales reported were effected pursuant to a 10b5-1 trading plan adopted by the reporting person.
(2)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.00 to $26.56 per share, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(3)	The incentive stock options vested and became exercisable as to 20% of the shares subject to the options on 12/21/2016 and an additional 50,000 shares subject to the incentive stock option first became exercisable on January 1 in each of 2017, 2018, 2019 and 2020; and (b) the non-qualified stock options first became exercisable on 12/20/2016, subject to our right to repurchase unvested shares in the event the reporting person's employment terminates. 12/48th of the total shares vested on the 12-month anniversary of 12/20/2016 and 1/48th of the total shares vested monthly thereafter for a total vesting period of 48 months.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Chung Steven C/O PAGERDUTY, INC. 600 TOWNSEND ST., STE. 200 SAN FRANCISCO, CA 94103			Senior VP, Sales & Services

Signatures
Steven Chung, by /s/ Stacey A. Giamalis, Attorney-in-Fact		10/16/2019
^**Signature of Reporting Person		Date

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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).
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