Bessemer Venture Partners VIII Institutional Form 3 Initial statement of insider ownership

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^*

Bessemer Venture Partners VIII L.P.

(Last) (First) (Middle)

C/O BESSEMER VENTURE PARTNERS,

1865 PALMER AVE., SUITE 104

(Street)

LARCHMONT NY 10538

(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. [ NYSE: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)
Common Stock	649,511(1)	I	See footnotes(1)(2)

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 B Preferred Stock	(3)	(3)	Common Stock	6,957,266	(3)	I	See footnotes(2)(3)
Series C Preferred Stock	(4)	(4)	Common Stock	95,544	(4)	I	See footnotes(2)(4)
Series D Preferred Stock	(5)	(5)	Common Stock	169,903	(5)	I	See footnotes(2)(5)

1. Name and Address of Reporting Person^*

Bessemer Venture Partners VIII L.P.

(Last) (First) (Middle)

C/O BESSEMER VENTURE PARTNERS,

1865 PALMER AVE., SUITE 104

(Street)

LARCHMONT NY 10538

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bessemer Venture Partners VIII Institutional L.P.

(Last) (First) (Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT NY 10538

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Deer VIII & Co. L.P.

(Last) (First) (Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT NY 10538

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Deer VIII & Co. Ltd.

(Last) (First) (Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT NY 10538

(City) (State) (Zip)

Explanation of Responses:

1. As of the date hereof, Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst") and Bessemer Venture Partners VIII, L.P. ("BVP VIII", together with BVP VIII Inst refered to collectively, the "Funds") own 354,634 shares and 294,877 shares, respectively, of Common Stock.

2. Deer VIII & Co. Ltd. ("Deer Ltd.") is the general partner of Deer VIII & Co. L.P. ("Deer L.P."), which is the general partner of BVP VIII Inst and BVP VIII. Deer Ltd. and Deer L.P. disclaim beneficial ownership of the securities held by the Funds, and this report shall not be deemed an admission that Deer Ltd. and Deer L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Funds.

3. The Series B 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 Series B Preferred Stock will be converted into shares of Common Stock of the Issuer. As of the date hereof, BVP VIII Inst and BVP VIII own 3,798,666 shares and 3,158,600 shares, respectively, of Common Stock issuable upon conversion of the Series B Preferred Stock.

4. The Series C 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 Series C Preferred Stock will be converted into shares of Common Stock of the Issuer. As of the date hereof, BVP VIII Inst and BVP VIII own 52,168 shares and 43,376 shares, respectively, of Common Stock issuable upon conversion of the Series C Preferred Stock.

5. The Series D 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 Series D Preferred Stock will be converted into shares of Common Stock of the Issuer. As of the date hereof, BVP VIII Inst and BVP VIII own 92,767 shares and 77,136 shares, respectively, of Common Stock issuable upon conversion of the Series D Preferred Stock.

Remarks:

	/s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P., the General Partner of Bessemer Venture Partners VIII L.P.	04/10/2019
	/s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P., the General Partner of Bessemer Venture Partners VIII Institutional L.P.	04/10/2019
	/s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P.	04/10/2019
	/s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd.	04/10/2019
	** Signature of Reporting Person	Date
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