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 *

Kurzweil Ethan
2. Issuer Name and Ticker or Trading Symbol

PagerDuty, Inc. [ NYSE:PD ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O BESSEMER VENTURE PARTNERS, 1865 PALMER AVE., SUITE 104
3. Date of Earliest Transaction (MM/DD/YYYY)

3/20/2020
(Street)

LARCHMONT, NY 10538
(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)
Code V Amount (A) or (D) Price
Common Stock 3/20/2020  S  0 (1)D(1)$0.00 (1)0 (1)I See footnotes (2)
Common Stock 3/23/2020  S  0 (3)D(3)$0.00 (3)0 (3)I See footnotes (2)
Common Stock 3/24/2020  S  0 (4)D(4)$0.00 (4)0 (4)I See footnotes (2)
Common Stock         16007 (5)(6)I See footnotes (7)

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) 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.
(2) 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.
(3) (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.
(4) 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.
(5) 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.
(6) 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.
(7) These share are held by the KurzTrust.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Kurzweil Ethan
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVE., SUITE 104
LARCHMONT, NY 10538
X



Signatures
/s/ Ethan Kurzweil3/24/2020
**Signature of Reporting PersonDate

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