Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
PagerDuty Inc.
(Name of Issuer)
COMMON STOCK, $0.000005 PAR VALUE
(Title of Class of Securities)
69553P100
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 69553P100 | 13G | Page 2 of 12 Pages |
| 1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Deer VIII & Co. Ltd. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
6,537,780 | ||||
| 6. | SHARED VOTING POWER
--0-- | |||||
| 7. | SOLE DISPOSITIVE POWER
6,537,780 | |||||
| 8. | SHARED DISPOSITIVE POWER
--0-- | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,537,780* | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.5%* | |||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
| * | The percentage of shares beneficially owned as set forth in row 11 above is based on a total of 77,230,071 shares of Common Stock as of November 29, 2019, as reported by the Issuer in its Form 10-Q filed with the SEC on December 6, 2019. |
| CUSIP No. 69553P100 | 13G | Page 3 of 12 Pages |
| 1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Deer VIII & Co. L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
6,537,780 | ||||
| 6. | SHARED VOTING POWER
--0-- | |||||
| 7. | SOLE DISPOSITIVE POWER
6,537,780 | |||||
| 8. | SHARED DISPOSITIVE POWER
--0-- | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,537,780* | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.5%* | |||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| * | The percentage of shares beneficially owned as set forth in row 11 above is based on a total of 77,230,071 shares of Common Stock as of November 29, 2019, as reported by the Issuer in its Form 10-Q filed with the SEC on December 6, 2019. |
| CUSIP No. 69553P100 | 13G | Page 4 of 12 Pages |
| 1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bessemer Venture Partners VIII L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
2,968,151 | ||||
| 6. | SHARED VOTING POWER
--0-- | |||||
| 7. | SOLE DISPOSITIVE POWER
2,968,151 | |||||
| 8. | SHARED DISPOSITIVE POWER
--0-- | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,537,780* | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.5* | |||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| * | The percentage of shares beneficially owned as set forth in row 11 above is based on a total of 77,230,071 shares of Common Stock as of November 29, 2019, as reported by the Issuer in its Form 10-Q filed with the SEC on December 6, 2019. |
| CUSIP No. 69553P100 | 13G | Page 5 of 12 Pages |
|
1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bessemer Venture Partners VIII Institutional L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
3,569,629 | ||||
| 6. | SHARED VOTING POWER
--0-- | |||||
| 7. | SOLE DISPOSITIVE POWER
3,569,629 | |||||
| 8. | SHARED DISPOSITIVE POWER
--0-- | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,537,780* | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.5* | |||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| * | The percentage of shares beneficially owned as set forth in row 11 above is based on a total of 77,230,071 shares of Common Stock as of November 29, 2019, as reported by the Issuer in its Form 10-Q filed with the SEC on December 6, 2019. |
| CUSIP No. 69553P100 | 13G | Page 6 of 12 Pages |
Item 1(a). Name of Issuer:
PagerDuty, Inc. (the “Issuer”)
Item 1(b). Address of Issuer’s Principal Executive Offices:
600 Townsend Street #200, San Francisco, California
Item 2(a). Name of Person Filing:
This statement is being filed by the following persons with respect to the shares of Common Stock (the “Shares”) directly owned by Bessemer Venture Partners VIII L.P. (“BVP VIII”) and Bessemer Venture Partners VIII Institutional L.P. (“BVP VIII Institutional,” and together with BVP VIII, the “Funds”).
| (a) | Deer VIII & Co. Ltd. (“Deer VIII Ltd”), the general partner of Deer VIII & Co. L.P. (“Deer VIII LP”); |
| (b) | Deer VIII LP, the sole general partner of each of the Funds; |
| (c) | BVP VIII, which directly owns 2,968,151 Shares; and |
| (d) | BVP VIII Institutional, which directly owns 3,569,629 Shares. |
Deer VIII Ltd, Deer VIII LP, BVP VIII and BVP VIII Institutional are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of the Reporting Persons:
c/o Bessemer Venture Partners
1865 Palmer Avenue; Suite 104
Larchmont, NY 10583
Item 2(c). Citizenship:
Deer VIII Ltd— Cayman Islands
Deer VIII LP — Cayman Islands
BVP VIII — Cayman Islands
BVP VIII Institutional — Cayman Islands
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.000005 per share
Item 2(e). CUSIP Number:
69553P100
Item 3. Not Applicable.
| CUSIP No. 69553P100 | 13G | Page 7 of 12 Pages |
Item 4. Ownership.
For Deer VIII Ltd:
| (a) | Amount beneficially owned: 6,537,780 Shares |
| (b) | Percent of class: 8.5% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 6,537,780 |
| (ii) | Shared power to vote or to direct the vote: --0-- |
| (iii) | Sole power to dispose or to direct the disposition of: 6,537,780 |
| (iv) | Shared power to dispose or to direct the disposition of: --0-- |
For Deer VIII LP:
| (a) | Amount beneficially owned: 6,537,780 Shares |
| (b) | Percent of class: 8.5% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 6,537,780 |
| (ii) | Shared power to vote or to direct the vote: --0-- |
| (iii) | Sole power to dispose or to direct the disposition of: 6,537,780 |
| (iv) | Shared power to dispose or to direct the disposition of: --0-- |
For BVP VIII:
| (a) | Amount beneficially owned: 6,537,780 Shares |
| (b) | Percent of class: 8.5% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 2,968,151 |
| (ii) | Shared power to vote or to direct the vote: --0-- |
| (iii) | Sole power to dispose or to direct the disposition of: 2,968,151 |
| (iv) | Shared power to dispose or to direct the disposition of: --0-- |
For BVP VIII Institutional:
| CUSIP No. 69553P100 | 13G | Page 8 of 12 Pages |
| (a) | Amount beneficially owned: 6,537,780 Shares |
| &# xA0; | (b) | Percent of class: 8.5% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 3,569,629 |
| (ii) | Shared power to vote or to direct the vote: --0-- |
| (iii) | Sole power to dispose or to direct the disposition of: 3,569,629 |
| (iv) | Shared power to dispose or to direct the disposition of: --0— |
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
As the general partner of Deer VIII LP, which in turn is the general partner the Funds, Deer VIII Ltd may be deemed to beneficially own all 6,537,780 Shares held directly by the Funds and have the power to direct the dividends from or the proceeds of the sale of such Shares.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Exhibit 2 sets forth information regarding the identity of members of a group. The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a “group” for purposes of Rule 13d-5 or for any other purpose.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
| CUSIP No. 69553P100 | 13G | Page 9 of 12 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2020
| DEER VIII & CO. LTD. | ||||
| By: | /s/ Scott Ring | |||
| Name: Scott Ring | ||||
| Title: General Counsel | ||||
| DEER VIII & CO. L.P. | ||||
| By: Deer VIII & Co. Ltd, its General Partner | ||||
| By: | /s/ Scott Ring | |||
| Name: Scott Ring | ||||
| Title: General Counsel | ||||
| BESSEMER VENTURE PARTNERS VIII L.P. | ||||
| By: Deer VIII & Co. L.P., its General Partner By: Deer VIII & Co., Ltd., its General Partner | ||||
| By: | /s/ Scott Ring | |||
| Name: Scott Ring | ||||
| Title: General Counsel | ||||
| BESSEMER VENTURE PARTNERS INSTITUTIONAL VIII L.P. | ||||
| By: Deer VIII & Co. L.P., its General Partner By: Deer VIII & Co., Ltd., its General Partner | ||||
| By: | /s/ Scott Ring | |||
| Name: Scott Ring | ||||
| Title: General Counsel | ||||
| CUSIP No. 69553P100 | 13G | Page 10 of 12 Pages |
EXHIBIT INDEX
| Exhibit 1. | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended | |
| Exhibit 2. | List of Members of Group | |