Jennifer Tejada - 09 May 2023 Form 4 Insider Report for PagerDuty, Inc. (PD)

Role
Chief Executive Officer, Director
Signature
/s /Irving Gomez, Attorney-in-Fact for Jennifer Tejada
Issuer symbol
PD
Transactions as of
09 May 2023
Net transactions value
-$2,029,500
Form type
4
Filing time
11 May 2023, 17:21:10 UTC
Previous filing
12 Apr 2023
Next filing
16 Jun 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PD Common Stock Options Exercise $150,000 +75,000 +9.4% $2.00* 871,627 09 May 2023 Direct F1, F2
transaction PD Common Stock Sale $2,179,500 -75,000 -8.6% $29.06 796,627 09 May 2023 Direct F1, F2, F3
holding PD Common Stock 144,500 09 May 2023 By Jennifer Tejada, as Trustee of the Langford Island Trust
holding PD Common Stock 36,036 09 May 2023 By Jennifer Tejada, as Trustee of the Tejada 2022 Grantor Retained Annuity Trust - I
holding PD Common Stock 36,036 09 May 2023 By Jennifer Tejada, as Trustee of the Tejada 2022 Grantor Retained Annuity Trust - II

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PD Stock Option (Right to Buy) Options Exercise $0 -75,000 -6.9% $0.000000 1,005,234 09 May 2023 Common Stock 75,000 $2.00 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 This transaction was effected pursuant to a 10b5-1 trading plan adopted by the reporting person on April 8, 2022.
F2 A portion of these shares represent restricted stock units.
F3 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.67 to $29.22 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.
F4 The option becomes exercisable as follows: (a) 50,000 of 250,000 shares become exercisable on the 7/22/2016 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) 3,638,426 shares first become exercisable on 7/22/2016, 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 7/18/2016 and 1/48th of the part (b) shares vests monthly thereafter for a total vesting period of 48 months.