0001562180-22-002788.txt : 20220317 0001562180-22-002788.hdr.sgml : 20220317 20220317212615 ACCESSION NUMBER: 0001562180-22-002788 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220309 FILED AS OF DATE: 20220317 DATE AS OF CHANGE: 20220317 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: REZVAN MITRA CENTRAL INDEX KEY: 0001917246 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38856 FILM NUMBER: 22750875 MAIL ADDRESS: STREET 1: C/O STREET 2: 600 TOWNSEND STREET, SUITE 200 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 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 3 1 primarydocument.xml PRIMARY DOCUMENT X0206 3 2022-03-09 0 0001568100 PagerDuty, Inc. PD 0001917246 REZVAN MITRA C/O PAGERDUTY, INC. 600 TOWNSEND ST., SUITE 200 SAN FRANCISCO CA 94103 false true false false Principal Accounting Officer Common Stock 54822.00 D Stock Option (Right to buy) 14.52 2029-03-08 Common Stock 80000.00 D Stock Option (Right to buy) 5.865 2028-04-02 Common Stock 10000.00 D Stock Option (Right to buy) 5.865 2027-05-14 Common Stock 100000.00 D Included in this number are 49,472 unvested restricted stock units acquired pursuant to the Issuer's 2019 Employee Incentive Plan, 27,241 of which were granted on October 2, 2021 and shall vest 30% on the first and second anniversaries of the grant date and the remaining 40% shall vest on the third anniversary of the grant date, 11,710 of which were granted on April 2, 2021 and vests 1/13th on each quarterly anniversary of the grant date through April 2, 2025 and 10,521 of which were granted on April 2, 2020 and vests 1/9th on each quarterly anniversary of the grant date through April 2, 2024, subject to continuous service to the Issuer on each vesting date. Each restricted stock unit represents a contingent right to receive one share of Common Stock of the Issuer and has no expiration date. The option becomes exercisable as follows: (a) for 40,000 shares of 80,000 shares, 25% of the shares subject to option (a) shall vest on 3/8/2020 and 1/48th per month thereafter and (b) for the remaining 40,000 shares of 80,000 shares, 25% of the shares subject to option (b) shall vest on 3/8/2021 and 1/48th per month thereafter for a total vesting period of 60 months, subject to our right to repurchase unvested shares in the event the reporting person's employment terminates. The option becomes exercisable as follows: 25% of the shares vest on April 1, 2019 and the remaining shares vest 1/48th monthly thereafter for a total vesting period of 48 months, subject to our right to repurchase unvested shares in the event the reporting person's employment terminates. The option became exercisable as follows: (a) with respect to the Incentive Stock Option shares, 17,050 of the shares first became exercisable on the Date of Grant, an additional 17,050 of the shares first became exercisable on January 1 in each of 2018, 2019 and 2020, and the remaining 10,417 shares first became exercisable on January 1, 2021; and (b) with respect to the Nonstatutory Stock Option shares, all of the 21,383 shares first became exercisable on the Date of Grant. /s /Stacey A. Giamalis, Attorney-in-Fact for Mitra Rezvan 2022-03-17 EX-24 2 mrezvanpoa.txt POWER OF ATTORNEY LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints Stacey A. Giamalis, Irving Gomez, Howard Wilson and Calise Cheng as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of PagerDuty, Inc., a Delaware corporation (the "Company"), with the SEC, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder, as amended from time to time; (2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and (3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: (1) this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information; (2) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; (3) neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and (4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants the foregoing attorney- in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 11th day of March 2022. /s/ Mitra Rezvan ____________________________________ Mitra Rezvan