Accel Growth Fund Strategic Partners Form 4 PagerDuty / Investors 2013 L.L.C. Accel ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Accel Growth Fund Investors 2011 L.L.C.

(Last) (First) (Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2019

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	10/07/2019		J(1)		46,660	D	$0.00	93	D(2)
Common Stock	10/07/2019		J(3)		673,801	D	$0.00	1,339	I	By Accel Growth Fund L.P.(4)
Common Stock	10/07/2019		J(5)		13,132	D	$0.00	26	I	By Accel Growth Fund Strategic Partners L.P.(6)
Common Stock	10/07/2019		J(7)		65,951	D	$0.00	131	I	By Accel Investors 2013, L.L.C.(8)
Common Stock	10/07/2019		J(9)		620,984	D	$0.00	1,234	I	By Accel XI L.P.(10)
Common Stock	10/07/2019		J(11)		46,660	D	$0.00	93	I	By Accel XI Strategic Partners L.P.(12)
Common Stock								292,084	I	By Accel Growth Fund Investors 2016, L.L.C.(13)
Common Stock								6,106,738	I	By Accel Growth Fund IV L.P., for itself and as nominee(14)
Common Stock								34,743	I	By Accel Growth Fund IV Strategic Partners L.P.(15)

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

1. Name and Address of Reporting Person^*

Accel Growth Fund Investors 2011 L.L.C.

(Last) (First) (Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Accel Growth Fund Investors 2016 L.L.C.

(Last) (First) (Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Accel Growth Fund IV L.P.

(Last) (First) (Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Accel Growth Fund IV Strategic Partners L.P.

(Last) (First) (Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Accel Growth Fund L.P.

(Last) (First) (Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Accel Growth Fund Strategic Partners L.P.

(Last) (First) (Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Accel Investors 2013 L.L.C.

(Last) (First) (Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Accel XI L.P.

(Last) (First) (Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Accel XI Strategic Partners L.P.

(Last) (First) (Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

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.

Remarks:

	/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund Investors 2011 L.L.C.	10/09/2019
	/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund Investors 2016 L.L.C.	10/09/2019
	/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund IV L.P., for itself and as nominee	10/09/2019
	/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund IV Strategic Partners L.P.	10/09/2019
	/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund L.P.	10/09/2019
	/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund Strategic Partners L.P.	10/09/2019
	/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Investors 2013, L.L.C.	10/09/2019
	/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel XI L.P.	10/09/2019
	/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel XI Strategic Partners L.P.	10/09/2019
	** Signature of Reporting Person	Date
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