SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Tejada Jennifer

(Last)

(First)

(Middle)

C/O PAGERDUTY, INC.

600 TOWNSEND ST., STE. 200

(Street)

SAN FRANCISCO

94103

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/10/2019

3. Issuer Name and Ticker or Trading Symbol
PagerDuty, Inc. [ PD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	755,417	I	By Jennifer Tejada, as Trustee of the Langford Island Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	07/21/2026	Common Stock	2,983,009	$2	D
Stock Option (Right to Buy)	⁽²⁾	07/09/2028	Common Stock	740,000	$7.43	D
Stock Option (Right to Buy)	⁽³⁾	03/07/2029	Common Stock	814,000	$14.52	D

Explanation of Responses:

1. The option becomes exercisable as follows: (a) 50,000 of 250,000 shares become exercisable on the 7/22/2016 and an additional 50,000 shares subject to the incentive stock option first become exercisable on January 1 in each of 2017, 2018, 2019, and 2020; and (b) 3,638,426 shares first become exercisable on 7/22/2016, subject to our right to repurchase unvested shares in the event the reporting person's employment terminates. 12/48th of the part (b) shares vests on the 12-month anniversary of 7/18/2016 and 1/48th of the part (b) shares vests monthly thereafter for a total vesting period of 48 months.

2. The option becomes exercisable as follows: (a) 13,458 shares of 26,916 shares subject to the incentive stock option first become exercisable on January 1 in each of 2021 and 2022; and (b) 713,084 shares first become exercisable on 7/10/2018, subject to our right to repurchase unvested shares in the event the reporting person's employment terminates. 12/48th of the part (b) shares vests on the 12-month anniversary of 7/10/2018 and 1/48th of the part (b) shares vests monthly thereafter for a total vesting period of 48 months.

3. The option becomes exercisable as follows: (a) for 407,000 shares of 814,000 shares, 25% of the shares subject to option (a) shall vest on 3/8/2020 and 1/48th per month thereafter and (b) for 407,000 shares of 814,000 shares, 25% of the shares subject to option (b) shall vest on 3/8/2021 and 1/48th per month thereafter.

Remarks:

Exhibit 24 - Power of Attorney

	Jennifer G. Tejada, by /s/ Stacey A. Giamalis, Attorney-in-Fact	04/10/2019
	** 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 5 (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.