Andreessen Horowitz Fund III Form 4 PagerDuty / Equity Partners III, L.L.C. AH 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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X

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^*

Andreessen Horowitz Fund III, L.P.

(Last) (First) (Middle)

2865 SAND HILL ROAD, STE. 101

(Street)

MENLO PARK CA 94025

(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)
12/10/2019

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	12/10/2019		J(1)		2,958,094	D	$0.00	7,099,425	I	By Andreessen Horowitz Fund III, L.P.(2)(3)
Common Stock	12/10/2019		J(4)		29,255	D	$0.00	0	I	By: AH Equity Partners III, L.L.C.(5)
Common Stock	12/10/2019		J(6)		9,745	A	$0.00	15,605	I	By: 1997 Horowitz Family Trust(7)
Common Stock	12/10/2019		J(8)		20,959	A	$0.00	42,070	I	By: LAMA Community Trust(9)
Common Stock	12/10/2019		J(10)		600	A	$0.00	959	I	By: AH Capital Management, L.L.C.(11)

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^*

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. On December 10, 2019, 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. (collectively, the "AH Fund III Entities") distributed, for no consideration, 2,958,094 shares of Common Stock of the Issuer (the "Fund III Shares") to their respective limited partners and to AH Equity Partners III, L.L.C.("AH EP III"), the general partner of the AH Fund III Entities, representing each such partner's pro rata interest in such Fund III Shares.

2. The reported securities are held of record 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. AH EP III is the general partner of the AH Fund III Entities. 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. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the shares held by the AH Fund III Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such shares), except to the extent of its pecuniary interest, if any, in such shares by virtue of its interest in the AH Fund III Entities and/or AH EP III, as applicable.

4. On December 10, 2019, AH EP III distributed, for no consideration, 29,255 shares of the Fund III Shares to its members, representing each such member's pro rata interest in such Fund III Shares.

5. 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. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

6. Represents shares received by Ben Horowitz pursuant to pro rata distributions by the AH Fund III Entities and AH EP III, for no consideration, of shares of Fund III Shares to their respective partners and such partners' members, as applicable.

7. The shares are held of record by a family trust for which Ben Horowitz is a trustee. Each of the Reporting Persons disclaims the existence of a "group" and, other than Ben Horowitz, disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

8. Represents shares received by the LAMA Community Trust pursuant to pro rata distributions by the AH Fund III Entities and AH EP III, for no consideration, of shares of the Fund III Shares to their respective partners and such partners' members, as applicable.

9. The shares are held of record by the LAMA Community Trust of which Marc Andreessen and his spouse are trustees. Each of the Reporting Persons disclaims the existence of a "group" and, other than Marc Andreessen, disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

10. Represents shares received by AH Capital Management, L.L.C. pursuant to pro rata distributions by the AH Fund III Entities and AH EP III, for no consideration, of shares of the Fund III Shares to their respective partners and such partners' members, as applicable.

11. The shares are held of record by AH Capital Management, L.L.C. The members of AH Capital Management, L.L.C. are Marc Andreessen and Ben Horowitz, who share voting and dispositive power with respect to the shares held by AH Capital Management, L.L.C. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

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	12/12/2019
	AH Equity Partners III, LLC, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer	12/12/2019
	Marc Andreessen, By: /s/ Scott Kupor, Scott Kupor, attorney-in-fact of Marc Andreessen	12/12/2019
	Ben Horowitz, By: /s/ Scott Kupor, Scott Kupor, attorney-in fact of Ben Horowitz	12/12/2019
	** Signature of Reporting Person	Date
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