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*
(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) 04/05/2021 | ||||||||||||||||||||||||||
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 | 04/05/2021 | G | 274,004(1) | D | $0.00 | 0.00 | I | By Alex Solomon, as Trustee of the A. Solomon GRAT dated April 3, 2019 | ||
Common Stock | 04/05/2021 | G | 115,866(2) | A | $0.00 | 2,790,902(3) | D |
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 |
Explanation of Responses: |
1. Reflects 274,004 shares transferred from the Alex Solomon, as Trustee of the A. Solomon GRAT dated April 3, 2019, to beneficiaries on April 5, 2021. A total of a) 115,866 shares were transferred from the Grantor Retained Annuity Trust to the Reporting Person; and b) 158,138 shares were transferred from the Grantor Retained Annuity Trust to a trust of which the Reporting Person is not a trustee or beneficiary. |
2. Reflects 115,866 shares transferred from the Alex Solomon, as Trustee of the A. Solomon GRAT dated April 3, 2019 to the Reporting Person on April 5, 2021. |
3. A portion of these shares represent restricted stock units. |
Remarks: |
Due to the late reporting of this transaction due to an administrative oversight, the Form 4s filed on the Reporting Person's behalf on October 5, 2021 and April 5, 2022 incorrectly reported the shares beneficially owned. After giving effect to this transaction, on October 5, 2021, the Reporting Person directly held 2,724,351 shares and indirectly held 0 shares. As of the Form 4 filed on the Reporting Person's behalf on April 5, 2022, the Reporting Person directly held 2,790,902 shares. |
/s /Irving Gomez, Attorney-in-Fact for Dan Alexandru Solomon | 05/02/2022 | |
** 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. |