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Form 4/A PagerDuty, Inc. For: Jun 22 Filed by: Wilson Howard

July 6, 2022 8:56 PM EDT
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 *
Wilson Howard

(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 Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/22/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
06/23/2022
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 06/22/2022   S (1)   11,293 (2) D $ 25.3844 (3) 465,171 (4) D  
Common Stock 07/02/2022   F   12,753 (5) D $ 25.43 452,418 (4) D  
Common Stock 07/02/2022   F   769 (6) D $ 25.43 451,649 (4) D  
Common Stock               50 I by spouse
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. On June 23, 2022, the reporting person filed a Form 4 that mistakenly indicated that the reporting person sold 16,194 shares of Common Stock on June 22, 2022 pursuant to a 10b5-1 trading plan. As reported herein, the actual number of shares sold in the transaction is 11,293.
3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.00 to $25.64 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.
4. A portion of these shares represent restricted stock units.
5. Represents shares automatically withheld by the Issuer to satisfy a tax obligation realized by the reporting person upon the vesting and settlement of restricted stock units.
6. Represents shares automatically withheld by the Issuer to satisfy a tax obligation realized by the reporting person upon the vesting and settlement of performance stock units.
/s /Irving Gomez, Attorney-in-Fact for Howard Wilson 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.


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