Howard Wilson - Jul 14, 2023 Form 4 Insider Report for PagerDuty, Inc. (PD)

Role
Chief Financial Officer
Signature
/s /Irving Gomez, Attorney-in-Fact for Howard Wilson
Stock symbol
PD
Transactions as of
Jul 14, 2023
Transactions value $
-$75,780
Form type
4
Date filed
7/18/2023, 06:01 PM
Previous filing
Jul 3, 2023
Next filing
Jul 28, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PD Common Stock Options Exercise $296 +148 +0.03% $2.00* 557K Jul 14, 2023 Direct F1
transaction PD Common Stock Sale -$3.7K -148 -0.03% $25.03 557K Jul 14, 2023 Direct F1, F2, F3
transaction PD Common Stock Options Exercise $30.6K +4.11K +0.74% $7.43 561K Jul 14, 2023 Direct F1
transaction PD Common Stock Sale -$103K -4.11K -0.73% $25.03 557K Jul 14, 2023 Direct F1, F2, F3

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 -4.11K -2.26% $0.00 178K Jul 14, 2023 Common Stock 4.11K $7.43 Direct F4
transaction PD Stock Option (Right to buy) Options Exercise $0 -148 -0.34% $0.00 44K Jul 14, 2023 Common Stock 148 $2.00 Direct F5
* 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 A portion of these shares represent restricted stock units.
F2 The sales reported were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on April 10, 2023.
F3 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 $25.14 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) 13,458 shares of 26,916 shares subject to the incentive stock option first become exercisable on January 1 in each of 2021 and 2022; and (b) 713,084 shares first become exercisable on 7/10/2018, 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 7/10/2018 and 1/48th of the part (b) shares vests monthly thereafter for a total vesting period of 48 months.
F5 The option became exercisable as follows: (a) 50,000 of 250,000 shares become exercisable on the 12/30/2016 and an additional 50,000 shares subject to the incentive stock option first became exercisable on January 1 in each of 2017, 2018, 2019, and 2020; and (b) 372,148 shares first became exercisable on 12/30/2016, subject to our right to repurchase unvested shares in the event the reporting person's employment terminates. 12/48th of the shares vested on the 12-month anniversary of 12/23/2016 and 1/48th of the shares vests monthly thereafter for a total vesting period of 48 months.