| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol PagerDuty, Inc. [ PD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/15/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 04/15/2019 | C | 11,832,375 | A | (1) | 11,832,375 | I | By Andreessen Horowitz Fund III, L.P.(2)(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Series A Preferred Stock | (1) | 04/15/2019 | C | 10,322,842 | (1) | (1) | Common Stock | 10,322,842 | $0 | 0 | I | By Andreessen Horowitz Fund III, L.P.(2)(3) | |||
| Series B Preferred Stock | (1) | 04/15/2019 | C | 1,494,120 | (1) | (1) | Common Stock | 1,494,120 | $0 | 0 | I | By Andreessen Horowitz Fund III, L.P.(2)(3) | |||
| Series C Preferred Stock | (1) | 04/15/2019 | C | 9,554 | (1) | (1) | Common Stock | 9,554 | $0 | 0 | I | By Andreessen Horowitz Fund III, L.P.(2)(3) | |||
| Series D Preferred Stock | (1) | 04/15/2019 | C | 5,859 | (1) | (1) | Common Stock | 5,859 | $0 | 0 | I | By Andreessen Horowitz Fund III, L.P.(2)(3) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The Preferred Stock converted into Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Preferred Stock had no expiration date. |
| 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: |
| 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 | 04/15/2019 | |
| AH Equity Partners III, LLC, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer | 04/15/2019 | |
| Marc Andreessen, By: /s/ Scott Kupor, Scott Kupor, attorney-in-fact of Marc Andreessen | 04/15/2019 | |
| Ben Horowitz, By: /s/ Scott Kupor, Scott Kupor, attorney-in fact of Ben Horowitz | 04/15/2019 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
