Accel Investors 2013 L.L.C. Form 4 PagerDuty / Growth Fund Investors 2011 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

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)
04/15/2019

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/15/2019		C		38,804⁽¹⁾	A	⁽²⁾	46,753	D⁽³⁾
Common Stock	04/15/2019		C		242,923⁽¹⁾	A	⁽²⁾	292,084	I	By Accel Growth Fund Investors 2016, L.L.C.⁽⁴⁾
Common Stock	04/15/2019		C		5,078,925⁽¹⁾	A	⁽²⁾	6,106,738	I	By Accel Growth Fund IV L.P., for itself and as nominee⁽⁵⁾
Common Stock	04/15/2019		C		28,895⁽¹⁾	A	⁽²⁾	34,743	I	By Accel Growth Fund IV Strategic Partners L.P.⁽⁶⁾
Common Stock	04/15/2019		C		560,399⁽¹⁾	A	⁽²⁾	675,140	I	By Accel Growth Fund L.P.⁽⁷⁾
Common Stock	04/15/2019		C		10,922⁽¹⁾	A	⁽²⁾	13,158	I	By Accel Growth Fund Strategic Partners L.P.⁽⁸⁾
Common Stock	04/15/2019		C		54,851⁽¹⁾	A	⁽²⁾	66,082	I	By Accel Investors 2013, L.L.C.⁽⁹⁾
Common Stock	04/15/2019		C		516,470⁽¹⁾	A	⁽²⁾	622,218	I	By Accel XI L.P.⁽¹⁰⁾
Common Stock	04/15/2019		C		38,804⁽¹⁾	A	⁽²⁾	46,753	I	By Accel XI Strategic Partners L.P.⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series Seed Preferred Stock	⁽²⁾	04/15/2019		C			0	⁽²⁾	⁽²⁾	Common Stock	5,196	$0	0	D⁽³⁾
Series Seed Preferred Stock	⁽²⁾	04/15/2019		C			0	⁽²⁾	⁽²⁾	Common Stock	32,524	$0	0	I	By Accel Growth Fund Investors 2016, L.L.C.⁽⁴⁾
Series Seed Preferred Stock	⁽²⁾	04/15/2019		C			0	⁽²⁾	⁽²⁾	Common Stock	679,996	$0	0	I	By Accel Growth Fund IV L.P., for itself and as nominee⁽⁵⁾
Series Seed Preferred Stock	⁽²⁾	04/15/2019		C			0	⁽²⁾	⁽²⁾	Common Stock	3,868	$0	0	I	By Accel Growth Fund IV Strategic Partners L.P.⁽⁶⁾
Series Seed Preferred Stock	⁽²⁾	04/15/2019		C			0	⁽²⁾	⁽²⁾	Common Stock	75,030	$0	0	I	By Accel Growth Fund L.P.⁽⁷⁾
Series Seed Preferred Stock	⁽²⁾	04/15/2019		C			0	⁽²⁾	⁽²⁾	Common Stock	1,462	$0	0	I	By Accel Growth Fund Strategic Partners L.P.⁽⁸⁾
Series Seed Preferred Stock	⁽²⁾	04/15/2019		C			0	⁽²⁾	⁽²⁾	Common Stock	7,344	$0	0	I	By Accel Investors 2013, L.L.C.⁽⁹⁾
Series Seed Preferred Stock	⁽²⁾	04/15/2019		C			0	⁽²⁾	⁽²⁾	Common Stock	69,148	$0	0	I	By Accel XI L.P.⁽¹⁰⁾
Series Seed Preferred Stock	⁽²⁾	04/15/2019		C			0	⁽²⁾	⁽²⁾	Common Stock	5,196	$0	0	I	By Accel XI Strategic Partners L.P.⁽¹¹⁾
Series A Preferred Stock	⁽²⁾	04/15/2019		C			0	⁽²⁾	⁽²⁾	Common Stock	154	$0	0	D⁽³⁾
Series A Preferred Stock	⁽²⁾	04/15/2019		C			0	⁽²⁾	⁽²⁾	Common Stock	968	$0	0	I	By Accel Growth Fund Investors 2016, L.L.C.⁽⁴⁾
Series A Preferred Stock	⁽²⁾	04/15/2019		C			0	⁽²⁾	⁽²⁾	Common Stock	20,236	$0	0	I	By Accel Growth Fund IV L.P., for itself and as nominee⁽⁵⁾
Series A Preferred Stock	⁽²⁾	04/15/2019		C			0	⁽²⁾	⁽²⁾	Common Stock	116	$0	0	I	By Accel Growth Fund IV Strategic Partners L.P.⁽⁶⁾
Series A Preferred Stock	⁽²⁾	04/15/2019		C			0	⁽²⁾	⁽²⁾	Common Stock	2,234	$0	0	I	By Accel Growth Fund L.P.⁽⁷⁾
Series A Preferred Stock	⁽²⁾	04/15/2019		C			0	⁽²⁾	⁽²⁾	Common Stock	44	$0	0	I	By Accel Growth Fund Strategic Partners L.P.⁽⁸⁾
Series A Preferred Stock	⁽²⁾	04/15/2019		C			0	⁽²⁾	⁽²⁾	Common Stock	218	$0	0	I	By Accel Investors 2013, L.L.C.⁽⁹⁾
Series A Preferred Stock	⁽²⁾	04/15/2019		C			0	⁽²⁾	⁽²⁾	Common Stock	2,060	$0	0	I	By Accel XI L.P.⁽¹⁰⁾
Series A Preferred Stock	⁽²⁾	04/15/2019		C			0	⁽²⁾	⁽²⁾	Common Stock	154	$0	0	I	By Accel XI Strategic Partners L.P.⁽¹¹⁾
Series C Preferred Stock	⁽²⁾	04/15/2019		C			0	⁽²⁾	⁽²⁾	Common Stock	31,032	$0	0	D⁽³⁾
Series C Preferred Stock	⁽²⁾	04/15/2019		C			0	⁽²⁾	⁽²⁾	Common Stock	194,270	$0	0	I	By Accel Growth Fund Investors 2016, L.L.C.⁽⁴⁾
Series C Preferred Stock	⁽²⁾	04/15/2019		C			0	⁽²⁾	⁽²⁾	Common Stock	4,061,708	$0	0	I	By Accel Growth Fund IV L.P., for itself and as nominee⁽⁵⁾
Series C Preferred Stock	⁽²⁾	04/15/2019		C			0	⁽²⁾	⁽²⁾	Common Stock	23,108	$0	0	I	By Accel Growth Fund IV Strategic Partners L.P.⁽⁶⁾
Series C Preferred Stock	⁽²⁾	04/15/2019		C			0	⁽²⁾	⁽²⁾	Common Stock	448,160	$0	0	I	By Accel Growth Fund L.P.⁽⁷⁾
Series C Preferred Stock	⁽²⁾	04/15/2019		C			0	⁽²⁾	⁽²⁾	Common Stock	8,734	$0	0	I	By Accel Growth Fund Strategic Partners L.P.⁽⁸⁾
Series C Preferred Stock	⁽²⁾	04/15/2019		C			0	⁽²⁾	⁽²⁾	Common Stock	43,886	$0	0	I	By Accel Investors 2013, L.L.C.⁽⁹⁾
Series C Preferred Stock	⁽²⁾	04/15/2019		C			0	⁽²⁾	⁽²⁾	Common Stock	413,028	$0	0	I	By Accel XI L.P.⁽¹⁰⁾
Series C Preferred Stock	⁽²⁾	04/15/2019		C			0	⁽²⁾	⁽²⁾	Common Stock	31,032	$0	31,032	I	By Accel XI Strategic Partners L.P.⁽¹¹⁾

1. Name and Address of Reporting Person^*

Accel Growth Fund Investors 2011 L.L.C.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

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

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

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

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

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

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

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Accel XI L.P.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

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

94301

(City)

(State)

(Zip)

Explanation of Responses:

1. This Form 4 is the first of two Form 4s filed relating to the same event. Total shares includes conversion from Part 2, Table II.

2. 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.

3. 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.

4. 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.

5. 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.

6. Accel Growth Fund IV Associates L.L.C. ("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.

7. 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.

8. Accel Growth Fund Associates L.L.C. ("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.

9. 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.

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. Accel XI Associates L.L.C. ("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.

Remarks:

This Form 4 is the first of two Form 4s filed relating to the same event. Combined, the two reports report the holdings for the following reporting persons: Accel Growth Fund Investors 2011, L.L.C., Accel Growth Fund Investors 2016, L.L.C., Accel Growth Fund IV L.P., for itself and as nominee, Accel Growth Fund IV Strategic Partners L.P., Accel Growth Fund L.P., Accel Growth Fund Strategic Partners L.P., Accel Investors 2013, L.L.C., Accel XI L.P., and Accel XI Strategic Partners L.P. This Form 4 has been split into two filings because the SEC's EDGAR filing system limits Table II to a maximum of 30 rows. Each Form 4 is filed by designated filer Accel Growth Fund Investors 2011 L.L.C.

	/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund Investors 2011 L.L.C.	04/15/2019
	/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund Investors 2016 L.L.C.	04/15/2019
	/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund IV L.P., for itself and as nominee	04/15/2019
	/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund IV Strategic Partners L.P.	04/15/2019
	/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund L.P.	04/15/2019
	/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund Strategic Partners L.P.	04/15/2019
	/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Investors 2013, L.L.C.	04/15/2019
	/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel XI L.P.	04/15/2019
	/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel XI Strategic Partners L.P.	04/15/2019
	** Signature of Reporting Person	Date
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Accel Investors 2013 L.L.C. Form 4PagerDuty / Growth Fund Investors 2011 L.L.C. Accel ownership change