Andreessen Marc L Form 3 PagerDuty / Equity Partners III, L.L.C. AH ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Andreessen Horowitz Fund III, L.P.

(Last) (First) (Middle)

2865 SAND HILL ROAD

STE. 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/10/2019

3. Issuer Name and Ticker or Trading Symbol
PagerDuty, Inc. [ PD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	(1)	Common Stock	10,322,842	(1)	I	By Andreessen Horowitz Fund III, L.P.(2)(3)
Series B Preferred Stock	(1)	(1)	Common Stock	1,494,120	(1)	I	By Andreessen Horowitz Fund III, L.P.(2)(3)
Series C Preferred Stock	(1)	(1)	Common Stock	9,554	(1)	I	By Andreessen Horowitz Fund III, L.P.(2)(3)
Series D Preferred Stock	(1)	(1)	Common Stock	5,859	(1)	I	By Andreessen Horowitz Fund III, L.P.(2)(3)

1. Name and Address of Reporting Person^*

Andreessen Horowitz Fund III, L.P.

(Last) (First) (Middle)

2865 SAND HILL ROAD

STE. 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Andreessen Horowitz Fund III-A, L.P.

(Last) (First) (Middle)

2865 SAND HILL ROAD

STE. 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Andreessen Horowitz Fund III-B, L.P.

(Last) (First) (Middle)

2865 SAND HILL ROAD

STE. 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Andreessen Horowitz Fund III-Q, L.P.

(Last) (First) (Middle)

2865 SAND HILL ROAD

STE. 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AH Equity Partners III, L.L.C.

(Last) (First) (Middle)

2865 SAND HILL ROAD

STE. 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Andreessen Marc L

(Last) (First) (Middle)

2865 SAND HILL ROAD

STE. 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HOROWITZ BENJAMIN A

(Last) (First) (Middle)

2865 SAND HILL ROAD

STE. 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. Each share of 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 Preferred Stock will be converted into shares of Common Stock of the Issuer.

2. The reported securities are held by Andreessen Horowitz Fund III, L.P., for itself and as nominee for Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P. and Andreessen Horowitz Fund III-Q, L.P., or collectively, the AH Fund III Entities. The shares directly held by the AH Fund III Entities are indirectly held by AH Equity Partners III, L.L.C., or AH EP III, the general partner of the AH Fund III Entities, and by the managing members of AH EP III. The managing members of AH EP III are Marc Andreessen and Ben Horowitz. AH EP III and its managing members share voting and dispositive power with regard to the securities held by the AH Fund III Entities.

3. (Continued from Footnote 2) Such persons and entities disclaim beneficial ownership of the shares held by the AH Fund III Entities and this report shall not be deemed an admission that he or it is the beneficial owner of such shares, except to the extent of his or its pecuniary interest, if any, in such shares by virtue of his or its interest in the AH Fund III Entities, and/or the general partner entities thereof, as applicable.

Remarks:

Exhibit 24 - Power of Attorney

	Andreessen Horowitz Fund III, LP, Andreessen Horowitz Fund III-A, LP, Andreessen Horowitz Fund III-B, LP, Andreessen Horowitz Fund III-Q, LP, By: AH Equity Partners III, LLC, Its general partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer	04/10/2019
	AH Equity Partners III, LLC, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer	04/10/2019
	Marc Andreessen, By: /s/ Scott Kupor, Scott Kupor, attorney-in-fact of Marc Andreessen	04/10/2019
	Ben Horowitz, By: /s/ Scott Kupor, Scott Kupor, attorney-in fact of Ben Horowitz	04/10/2019
	** Signature of Reporting Person	Date
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