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Filing Details

Accession Number:: 0000899243-20-009363
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-03-24 19:34:03
Reporting Period:: 2020-03-20

Accepted Time:: 2020-03-24 19:34:03
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1568100	Pagerduty Inc.	NYSE:PD	Services-Prepackaged Software (7372)	272793871

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1762438	Ethan Kurzweil	C/O Bessemer Venture Partners 1865 Palmer Ave., Suite 104 Larchmont NY 10538		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Price	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2020-03-20	$0.00	No	4	S	Indirect	See footnotes
Common Stock	Disposition	2020-03-23	$0.00	No	4	S	Indirect	See footnotes
Common Stock	Disposition	2020-03-24	$0.00	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnotes
No	4	S	Indirect	See footnotes
No	4	S	Indirect	See footnotes

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	16,007	Indirect	See footnotes

Footnotes

On March 20, 2020 Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst") and Bessemer Venture Partners VIII, L.P. ("BVP VIII", and together with BVP VIII Inst, the "Funds") sold 447,538 shares of Common Stock and 429,318 shares of Common Stock, respectively. The Funds' shares were sold in multiple executions at a price per share ranging from $18.50 to $19.10, with an average execution price per share of $18.52. Each of the Funds hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding such individual executions. After the reported transaction, BVP VIII held 2,538,833 shares of Common Stock of the Issuer and BVP VIII Inst held 3,122,091 shares of Common Stock of the Issuer.
The Reporting Person has a passive economic interest in the shares held by the Funds through an interest in (1) BVP VIII and (2) Deer VIII & Co. L.P. ("Deer L.P."), the general partner of each of the Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Funds, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer L.P. and his indirect limited partnership interest in BVP VIII. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.
(On March 23, 2020 BVP VIII Inst and BVP VIII sold 45,460 shares of Common Stock and 43,046 shares of Common Stock, respectively. The Funds' shares were sold in multiple executions at a price per share ranging from $18.50 to $18.51, with an average execution price per share of $18.51. Each of the Funds hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding such individual executions. After the reported transaction, BVP VIII held 2,495,787 shares and BVP VIII Inst held 3,076,631 shares of Common Stock of the Issuer, respectively.
On March 24, 2020 BVP VIII Inst and BVP VIII sold 47,411 shares of Common Stock and 48,295 shares of Common Stock, respectively. The Funds' shares were sold in multiple executions at a price per share ranging from $18.66 to $18.67, with an average execution price per share of $18.66. Each of the Funds hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding such individual executions. After the reported transaction, BVP VIII held 2,447,492 shares and BVP VIII Inst held 3,092,220 shares of Common Stock of the Issuer, respectively.
Includes 7,938 shares of Common Stock received by the Ethan F. Kurzweil and Rebecca B. Kurzweil, as Co-Trustees of the KurzTrust, dated 11-11-13 (the "KurzTrust") in one or more pro rata distributions-in-kind from the Funds and Deer L.P. on October 7, 2019, which distributions were made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
Includes 8,069 shares of Common Stock received by the KurzTrust in one or more pro rata distributions-in-kind from the Funds and Deer L.P. on December 10, 2019, which distributions were made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
These share are held by the KurzTrust.