Form Type: 4

SEC EDGAR Link
Accession Number:0001562180-20-006351
Date:2020-10-09
Issuer: PAGERDUTY, INC. (PD)
Original Submission Date:

Reporting Person:

TEJADA JENNIFER
C/O PAGERDUTY, INC.
600 TOWNSEND ST., SUITE 200 SAN FRANCISCO, CA 94103

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2020-10-09 S 10,000 d $29.64 316,668 direct
COMMON STOCK 2020-10-09 M 42,000 a $2.00 358,668 direct
COMMON STOCK 2020-10-09 S 42,000 d $29.39 316,668 direct
COMMON STOCK 2020-10-09 0 $0.00 125,000 indirect
COMMON STOCK 2020-10-09 0 $0.00 125,000 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
STOCK OPTION (RIGHT TO BUY) 2.0 2020-10-09 deemed execution date M 42,000 (d) 2026-07-21 common stock 42,000 $2.00 2,848,426 direct
Footnotes
IDfootnote
f1 the sales reported were effected pursuant to a 10b5-1 trading plan adopted by the reporting person.
f2 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $29.61 to $29.68 per share, inclusive. the reporting person undertakes to provide to the issuer, any security holder of the issuer, or to the staff of the securities and exchange commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
f3 a portion of these shares represent restricted stock units.
f4 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $29.35 to $29.61 per share, inclusive. the reporting person undertakes to provide to the issuer, any security holder of the issuer, or to the staff of the securities and exchange commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
f5 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.
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