0001209191-19-060282.txt : 20191212 0001209191-19-060282.hdr.sgml : 20191212 20191212182359 ACCESSION NUMBER: 0001209191-19-060282 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191210 FILED AS OF DATE: 20191212 DATE AS OF CHANGE: 20191212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OFARRELL JOHN CENTRAL INDEX KEY: 0001191712 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38856 FILM NUMBER: 191282910 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD #101 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PagerDuty, Inc. CENTRAL INDEX KEY: 0001568100 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 272793871 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 600 TOWNSEND STREET #200 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: (844) 800-3889 MAIL ADDRESS: STREET 1: 600 TOWNSEND STREET #200 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-12-10 0 0001568100 PagerDuty, Inc. PD 0001191712 OFARRELL JOHN C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, STE. 101 MENLO PARK CA 94025 1 0 0 0 Common Stock 2019-12-10 4 J 0 2958094 0.00 D 7099425 I By Andreessen Horowitz Fund III, L.P. Common Stock 2019-12-10 4 J 0 29255 0.00 D 0 I By: AH Equity Partners III, L.L.C. Common Stock 2019-12-10 4 J 0 4474 0.00 A 7159 I By Trust 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. 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. 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. 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. 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. Represents shares received by O'Farrell Principe Living Trust ua 4-30-1999 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. The shares are held of record by O'Farrell Principe Living Trust ua 4-30-1999 for which the Reporting Person is a trustee. John L. O'Farrell, by /s/ Stacey A. Giamalis, Attorney-in- Fact 2019-12-12