Amended Statement of Changes in Beneficial Ownership (4/a)

Date : 10/09/2019 @ 11:33PM
Source : Edgar (US Regulatory)
Stock : PagerDuty Inc (PD)
Quote : 24.5  -0.42 (-1.69%) @ 3:15PM
PagerDuty share price Chart

Amended Statement of Changes in Beneficial Ownership (4/a)

FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Accel Growth Fund Investors 2011 L.L.C.
2. Issuer Name and Ticker or Trading Symbol

PagerDuty, Inc. [ PD ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

500 UNIVERSITY AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

4/15/2019
(Street)

PALO ALTO, CA 94301
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

4/15/2019 
6. Individual or Joint/Group Filing (Check Applicable Line)

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock  4/15/2019    C    5078925 (1) A  (2) 6106738 (3) I  By Accel Growth Fund IV L.P., for itself and as nominee (4)
Common Stock  4/15/2019    C    28895 (1) A  (2) 34743 (5) I  By Accel Growth Fund IV Strategic Partners L.P. (6)
Common Stock  4/15/2019    C    560399 (1) A  (2) 675140 (7) I  By Accel Growth Fund L.P. (8)
Common Stock  4/15/2019    C    10922 (1) A  (2) 13158 (9) I  By Accel Growth Fund Strategic Partners L.P. (10)
Common Stock  4/15/2019    C    54851 (1) A  (2) 66082 (11) I  By Accel Investors 2013, L.L.C. (12)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  This Form 4 is the second of two Form 4s filed relating to the same event. Total shares includes conversion from Part 1, Table II.
(2)  The Preferred Stock converted into Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Preferred Stock had no expiration date.
(3)  On April 15, 2019, the Reporting Person filed a Form 4 reporting, among other things, the acquisition of 5,078,925 shares of the Issuer's Common Stock ( the "Reportable Transaction"), which, due to a clerical error, incorrectly reported the amount of shares beneficially owned by the Reporting Person following the Reportable Transaction. This amendment corrects the amount of shares listed in column 5 from 11,185,633 to 6,106,738.
(4)  Accel Growth Fund IV Associates L.L.C. ("AGF4A") is the General Partner of Accel Growth Fund IV L.P., for itself and as nominee, and has the sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong are the Managing Members of AGF4A and share such powers. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein.
(5)  On April 15, 2019, the Reporting Person filed a Form 4 reporting, among other things, the acquisition of 28,895 shares of the Issuer's Common Stock ( the "Reportable Transaction"), which, due to a clerical error, incorrectly reported the amount of shares beneficially owned by the Reporting Person following the Reportable Transaction. This amendment corrects the amount of shares listed in column 5 from 63,638 to 34,743.
(6)  Accel Growth Fund IV Associates L.L.C. ("AGF4A") is the General Partner of Accel Growth Fund IV Strategic Partners L.P., and has the sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong are the Managing Members of AGF4A and share such powers. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein.
(7)  On April 15, 2019, the Reporting Person filed a Form 4 reporting, among other things, the acquisition of 560,399 shares of the Issuer's Common Stock ( the "Reportable Transaction"), which, due to a clerical error, incorrectly reported the amount of shares beneficially owned by the Reporting Person following the Reportable Transaction. This amendment corrects the amount of shares listed in column 5 from 1,235,539 to 675,140.
(8)  Accel Growth Fund Associates L.L.C. ("AGFA") is the General Partner of Accel Growth Fund L.P. and has the sole voting and investment power. Andrew G. Braccia, Kevin J. Efrusy, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, and Richard P. Wong are the Managing Members of AGFA and share such powers. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein.
(9)  On April 15, 2019, the Reporting Person filed a Form 4 reporting, among other things, the acquisition of 10,922 shares of the Issuer's Common Stock ( the "Reportable Transaction"), which, due to a clerical error, incorrectly reported the amount of shares beneficially owned by the Reporting Person following the Reportable Transaction. This amendment corrects the amount of shares listed in column 5 from 24,080 to 13,158.
(10)  Accel Growth Fund Associates L.L.C. ("AGFA") is the General Partner of Accel Growth Fund Strategic Partners L.P., and has the sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Kevin J. Efrusy and Richard P. Wong are the Managing Members of AGFA and share such powers. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein.
(11)  On April 15, 2019, the Reporting Person filed a Form 4 reporting, among other things, the acquisition of 54,851 shares of the Issuer's Common Stock ( the "Reportable Transaction"), which, due to a clerical error, incorrectly reported the amount of shares beneficially owned by the Reporting Person following the Reportable Transaction. This amendment corrects the amount of shares listed in column 5 from 120,933 to 66,082.
(12)  Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, and Richard P. Wong are the Managing Members of Accel Investors 2013, L.L.C. and therefore share the voting and investment powers. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Accel Growth Fund Investors 2011 L.L.C.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301

X

Accel Growth Fund IV L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301

X

Accel Growth Fund Strategic Partners L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301

X

Accel Growth Fund L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301

X

Accel Investors 2013 L.L.C.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301

X

Accel XI L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301

X

Accel XI Strategic Partners L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301

X

Accel Growth Fund Investors 2016 L.L.C.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301

X

Accel Growth Fund IV Strategic Partners L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301

X


Signatures
/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund Investors 2011 L.L.C. 10/9/2019
**Signature of Reporting Person Date

/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund IV L.P., for itself and as nominee 10/9/2019
**Signature of Reporting Person Date

/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund Strategic Partners L.P. 10/9/2019
**Signature of Reporting Person Date

/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund L.P. 10/9/2019
**Signature of Reporting Person Date

/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Investors 2013, L.L.C. 10/9/2019
**Signature of Reporting Person Date

/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel XI L.P. 10/9/2019
**Signature of Reporting Person Date

/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel XI Strategic Partners L.P. 10/9/2019
**Signature of Reporting Person Date

/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund Investors 2016 L.L.C. 10/9/2019
**Signature of Reporting Person Date

/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund IV Strategic Partners L.P. 10/9/2019
**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 4(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 control number.

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