SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Chung Steven (Last) (First) (Middle) C/O PAGERDUTY, INC. 600 TOWNSEND ST., STE. 200 (Street) SAN FRANCISCO CA 94103 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/10/2019	3. Issuer Name and Ticker or Trading Symbol PagerDuty, Inc. [ PD ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Senior VP, Sales & Services	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(1)	12/20/2026	Common Stock	729,081	$2	D
Stock Option (Right to Buy)	(2)	09/26/2028	Common Stock	21,000	$11.61	D
Stock Option (Right to Buy)	(3)	03/07/2029	Common Stock	230,000	$14.52	D

Explanation of Responses:

1. The option becomes exercisable as follows: (a) 50,000 of 250,000 shares become exercisable on the 12/21/2016 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) 527,686 shares first become exercisable on 12/20/2016, 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 12/20/2016 and 1/48th of the part (b) shares vests monthly thereafter for a total vesting period of 48 months.

2. 25% of the shares subject to the option shall vest on 10/1/2019; 1/48th per month thereafter.

3. The option becomes exercisable as follows: (a) for 115,000 shares of 230,000 shares, 25% of the shares subject to option (a) shall vest on 3/8/2020 and 1/48th per month thereafter and (b) for 115,000 shares of 230,000 shares, 25% of the shares subject to option (b) shall vest on 3/8/2021 and 1/48th per month thereafter.

Remarks:

Exhibit 24 - Power of Attorney

	Steven Chung, by /s/ Stacey A. Giamalis, Attorney-in- Fact	04/10/2019
	** 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 5 (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.
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