08/28/2026 | Press release | Distributed by Public on 08/28/2026 14:31
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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DiLullo John D C/O PAGERDUTY INC 600 TOWNSEND STREET, SUITE 200 SAN FRANCISCO, CA 94103 |
X | Chief Executive Officer | ||
| /s/ Christopher Ferro, as Attorney-in-Fact for John D. DiLullo | 08/28/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The reporting person received a restricted stock unit ("RSU") grant on August 26, 2026. The RSU award was granted upon certification of achievement of the applicable $10.00, 60 trading day average closing stock price hurdle and alignment with the Company's strategy and business plan. 25% of the total number of shares underlying the restricted stock unit award vest immediately on the grant date. The remaining 75% vests 1/12th on each quarterly anniversary of the grant date, subject to the reporting person's continuous service through each vesting date. Each restricted stock unit represents a contingent right to receive one share of Common Stock of the Issuer. |
| (2) | A portion of these shares represent restricted stock units. |
| (3) | 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. |