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Form 4 PagerDuty, Inc. For: Jul 02 Filed by: WEBB SHELLEY

July 6, 2022 8:27 PM EDT

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
WEBB SHELLEY

(Last) (First) (Middle)
C/O PAGERDUTY, INC.
600 TOWNSEND ST., SUITE 200

(Street)
SAN FRANCISCO CA 94103

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PagerDuty, Inc. [ PD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP and General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
07/02/2022
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 07/02/2022   A   154,256 (1) A $ 0 154,256 (2) D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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. Represents 154,256 restricted stock units acquired pursuant to the Issuer's 2019 Employee Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of Common Stock of the Issuer and has no expiration date. 1/16th of the total number of shares underlying the restricted stock unit award shall vest on each quarterly anniversary from the date of grant thereafter, subject to continuous service to the Issuer on such date.
2. A portion of these shares represent restricted stock units.
/s /Irving Gomez, Attorney-in-Fact for Webb Shelley 07/06/2022
** 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 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 Number.
LIMITED POWER OF ATTORNEY FOR SECTION 
16 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby makes, 
constitutes and appoints 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 31st day of 
May 2022.


/s/ Shelley Webb
____________________________________
 Shelley Webb








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