Form 4 PagerDuty, Inc. For: Sep 21 Filed by: Justice Dave

September 23, 2021 9:16 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 *
Justice Dave

(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)
Chief Revenue Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/21/2021
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 09/21/2021   S (1)   1,362 D $ 46.23 288,721 (2) D  
Common Stock 09/22/2021   S (1)   1,362 D $ 46.59 287,359 (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. The sales reported were effected pursuant to a 10b5-1 trading plan adopted by the reporting person.
2. A portion of these shares represent restricted stock units.
David Justice, by /s/ Stacey A. Giamalis, Attorney-in-Fact 09/23/2021
** 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 Stacey A. Giamalis, Sirena Roberts, 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 20th day of December, 2019.

/s/ David Justice
David Justice





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