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^*

REZVAN MITRA

(Last)

(First)

(Middle)

C/O PAGERDUTY, INC.

600 TOWNSEND ST., SUITE 200

(Street)

SAN FRANCISCO

94103

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/09/2022

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Principal Accounting 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	54,822⁽¹⁾	D

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)	⁽²⁾	03/08/2029	Common Stock	80,000	$14.52	D
Stock Option (Right to buy)	⁽³⁾	04/02/2028	Common Stock	10,000	$5.865	D
Stock Option (Right to buy)	⁽⁴⁾	05/14/2027	Common Stock	100,000	$5.865	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

Remarks:

	/s /Stacey A. Giamalis, Attorney-in-Fact for Mitra Rezvan	03/17/2022
	** 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 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.
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