Form 4 PagerDuty, Inc. For: Jul 02 Filed by: WEBB SHELLEY
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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
||December 31, 2014
|Estimated average burden|
|hours per response:
Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue.
1. Name and Address of Reporting Person
|C/O PAGERDUTY, INC.|
|600 TOWNSEND ST., SUITE 200|
2. Issuer Name
Ticker or Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
||Officer (give title below)
||Other (specify below)
|SVP and General Counsel|
3. Date of Earliest Transaction
4. If Amendment, Date of Original Filed
6. Individual or Joint/Group Filing (Check
||Form filed by One Reporting Person
||Form filed by More than One Reporting
|Table I - Non-Derivative Securities Acquired, Disposed of, or
Title of Security (Instr.
Deemed Execution Date, if any
Transaction Code (Instr.
Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
Amount of Securities Beneficially Owned Following Reported
3 and 4)
Ownership Form: Direct (D) or Indirect (I) (Instr.
Nature of Indirect Beneficial Ownership (Instr.
||(A) or (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.
||2. Conversion or Exercise Price of Derivative Security
||3. Transaction Date
||3A. Deemed Execution Date, if any
||4. Transaction Code (Instr.
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.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
||10. Ownership Form: Direct (D) or Indirect (I) (Instr.
||11. Nature of Indirect Beneficial Ownership (Instr.
||Amount or Number of Shares
|Explanation of Responses:|
||/s /Irving Gomez, Attorney-in-Fact for Webb Shelley
||** Signature of Reporting Person
|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,
|** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
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,
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
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
/s/ Shelley Webb
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