SecProbe.io

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 September 11, 2025

Jennifer G. Tejada
Chief Executive Officer
PagerDuty, Inc.
600 Townsend St., Suite 200
San Francisco, California 94108

 Re: PagerDuty, Inc.
 Form 10-K for the Fiscal Year Ended January 31, 2025
 File No. 001-38856
Dear Jennifer G. Tejada:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
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 Document  *FOIA Confidential Treatment Request* CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”. August 29, 2025 Via EDGAR Transmission Division of Corporation Finance Office of Technology United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn:    Amanda Kim Stephen Krikorian Re:    PagerDuty, Inc. Form 10-K for the Fiscal Year Ended January 31, 2025 Filed March 17, 2025 File No. 001-38856 Ladies and Gentlemen: PagerDuty, Inc. (the “ Company ”) is submitting this letter setting forth the Company’s responses to the comments provided by the staff of the Division of Corporation Finance (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ Commission ”) by letter dated August 18, 2025 (the “ Comment Letter ”) with respect to the Company’s Form 10-K for the Fiscal Year Ended January 31, 2025 filed on March 17, 2025 (the “ 2025 10-K ”). For your convenience, the Company has reproduced the comments of the Staff exactly as given in the Comment Letter in italics below and set forth below the Company’s responses. The Company intends to address the Staff’s comments in its future Form 10-Qs and Form 10-Ks, as applicable, that will be filed with the Commission, including its Form 10-Q for the Quarter Ended July 31, 2025 and its Form 10-K for the Fiscal Year Ending January 31, 2026. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the 2025 10-K. All references to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in 2025 10-K. Due to the commercially sensitive nature of certain information contained in this letter, the Company hereby requests, pursuant to 17 C.F.R. § 200.83, that certain portions of this letter be maintained in confidence, not be made part of any public record, and not be disclosed to any person. In accordance with 17 C.F.R. § 200.83(d)(1), if any person (including any governmental employee who is not an employee of the Commission) should request access to or an opportunity to inspect this letter, the Company requests that it be immediately notified of any such request, be furnished with a copy of all written materials pertaining to such request (including, but not limited to, the request itself) and be given at least 10 business days’ advance notice of any intended release so that the Company may, if it deems it to be necessary or appropriate, pursue any remedies available to it. In such event, the Company requests that you contact the undersigned at (866) 329-4466 or via email at igomez@pagerduty.com rather than rely on the U.S. mail for such notice. PagerDuty, Inc. requests that the information contained in this letter, identified by the mark "[***]", be treated as confidential information pursuant to 17 C.F.R. § 200.83.   United States Securities and Exchange Commission August 29, 2025 Page 2     Form 10-K for the Fiscal Year Ended January 31, 2025 Notes to the Consolidated Financial Statements Note 2. Summary of Significant Accounting Policies Revenue Recognition, page 77 1. Please tell us whether the amount of license revenue recognized from the term-license software subscriptions are greater than ten percent of total revenues. If so, please tell us how you considered separately presenting this amount as product revenue on the face of your consolidated statements of operations in accordance with Rule 5-03(b)(1)(a) of Regulation S-X. In addition, we further note that the term software licenses are recognized at a point in time while cloud-hosted software subscriptions and software maintenance revenues are recognized ratably over the related contractual term. In this regard, please describe how you have considered the guidance in ASC 606-10-50-1 in evaluating whether your disclosures should disaggregate revenues. Lastly, please provide quantitative information and analysis of revenue amounts attributable to term-based licenses and cloud-hosted software subscriptions in your MD&A, or tell us why such disclosure is not necessary to provide investors with an understanding of your results of operations. We refer you to Item 303(a) and (b) of Regulation S-K. As part of your response, quantify the total amount of term-based licenses and cloud-hosted solutions for each period presented. Response: The Company respectfully acknowledges the Staff’s comment and confirms that the amount of license revenue recognized from the term-license software subscriptions (including related maintenance revenue) is less than ten percent of total revenues and less than three percent if excluding maintenance revenue, therefore, the Company’s presentation of revenue complies with Rule 5-03(b)(1)(a) of Regulation S-X. Further, the Company has considered the guidance in ASC 606-10-50-1 in evaluating whether and how its disclosures should disaggregate revenues. This assessment requires judgment, depends on various entity-specific and industry-specific factors and is not subject to any one prescribed factor as the basis for disaggregation. The Company has evaluated the guidance in ASC 606-10-50-5 through 50-7 and the related implementation guidance in ASC 606-10-55-89 through 55-91 with respect to the additional disclosures of disaggregated revenues and has specifically considered the guidance in ASC 606-10-50-5 through 50-7, which requires an entity to disaggregate revenue from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The Company has concluded that it will not disaggregate its total revenue beyond disaggregation of revenue by geographical region, as the Company has one line of business - subscription services. While the Company does recognize revenue from term-license software subscriptions at a point in time, the Company considered a variety of factors when concluding that disaggregation of this amount was not required. Most notably, the Company notes that the amount of revenue recognized at a point in time represents an insignificant percentage of total revenue for the Company. Further, the Company’s Chief Operating Decision Maker (CODM) reviews revenue at the consolidated level for evaluating financial performance. The Company also discloses total revenue by geographical region, which is consistent with how its CODM reviews financial performance. This also aligns with disclosures in the Company's quarterly earnings releases and the prepared remarks discussed as part of its quarterly earnings announcement process. Accordingly, the Company believes that its presentation of disaggregated revenues complies with the ASC 606 disclosure requirements. PagerDuty, Inc. requests that the information contained in this letter, identified by the mark "[***]", be treated as confidential information pursuant to 17 C.F.R. § 200.83.   United States Securities and Exchange Commission August 29, 2025 Page 3     For the reasons discussed above, the Company also believes additional disclosure in the MD&A is not necessary to provide investors with an understanding of its results of operations. As the Company's business continues to evolve, it will continue to evaluate whether further disaggregation of its revenues in the MD&A and/or the financial statement footnotes is required and will revise its future disclosures as necessary. For the Staff’s reference, the Company has provided the total amount of revenue from term-based licenses and cloud-hosted solutions for each period presented in the 2025 10-K attached hereto as Exhibit A . Note 8. Leases, page 91 2. You disclose that your leases do not provide an implicit rate and you use an estimated incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. Please revise your disclosure in future filings to clarify that the rates implicit in your leases are not readily determinable and if that is the basis for using your incremental borrowing rate as the discount rate for your leases. Refer to “Rate Implicit in the Lease” defined in ASC 842-20-20. Response: The Company respectfully acknowledges the Staff’s comment and will update the Company’s disclosure beginning with the Company's Form 10-Q for the fiscal quarter ended July 31, 2025. For the Staff’s reference, an updated disclosure is attached hereto as Exhibit B as an example, for illustrative purposes only, of how the Company intends to expand its disclosures in future filings. Note 11. Deferred Revenue and Remaining Performance Obligations, page 96 3. You disclose that the company expects to recognize revenue of approximately $302 million, or 68.6%, over the next 12 months with the balance to be recognized as revenue thereafter. Please revise to disclose when the remaining percentages will be recognized on a quantitative basis using time bands that would be most appropriate for the duration of the remaining performance obligations or by providing qualitative information. Refer to ASC 606-10-50-13. Response: The Company respectfully acknowledges the Staff’s comment and will update the Company’s disclosure beginning with the Company’s Form 10-Q for the fiscal quarter ended July 31, 2025 to disclose the percentage of its contracted but unsatisfied performance obligations expected to be recognized on a quantitative basis using the following time bands: next 12 months; 13-24 months; and thereafter (less than 10% as of July 31, 2025). Actual amounts and timing of revenue recognition may differ from these estimates largely due to contract renewals and modifications. For the Staff’s reference, an updated disclosure is attached hereto as Exhibit C as an example, for illustrative purposes only, of how the Company intends to expand its disclosure in future filings. * * * PagerDuty, Inc. requests that the information contained in this letter, identified by the mark "[***]", be treated as confidential information pursuant to 17 C.F.R. § 200.83.   United States Securities and Exchange Commission August 29, 2025 Page 4     Please contact me via email at igomez@pagerduty.com , Jonie Kondracki at (415) 693-2174 or Jon Avina at (650) 843-5307 with any questions or further comments regarding the Company’s responses to the Staff’s comments. Sincerely, /s/ Irving Gomez Irving Gomez Vice President, Deputy General Counsel & Secretary PagerDuty, Inc. cc:    Jennifer Tejada, Chief Executive Officer and Chairperson, PagerDuty, Inc. Jonie Ing Kondracki, Cooley LLP Jon Avina, Cooley LLP PagerDuty, Inc. requests that the information contained in this letter, identified by the mark "[***]", be treated as confidential information pursuant to 17 C.F.R. § 200.83.   United States Securities and Exchange Commission August 29, 2025 Page 5     Exhibit A [***] PagerDuty, Inc. requests that the information contained in this letter, identified by the mark "[***]", be treated as confidential information pursuant to 17 C.F.R. § 200.83.   United States Securities and Exchange Commission August 29, 2025 Page 6     Exhibit B A s the implicit rate of the Company's leases is not readily determinable, the Company uses its incremental borrowing rate based on the information available on the commencement date to determine the present value of lease payments. PagerDuty, Inc. requests that the information contained in this letter, identified by the mark "[***]", be treated as confidential information pursuant to 17 C.F.R. § 200.83.   United States Securities and Exchange Commission August 29, 2025 Page 7     Exhibit C The transaction price allocated to the remaining performance obligations represents all future, non-cancelable contracted revenue that has not yet been recognized, inclusive of deferred revenue that has been invoiced and non-cancelable amounts that will be invoiced and recognized as revenue in future periods. The Company estimates its remaining performance obligations at a point in time. Actual amounts and timing of revenue recognition may differ from these estimates largely due to contract renewals and modifications. As of July 31, 2025, total transaction price allocated to remaining non-cancelable performance obligations under cloud-hosted and term-license software subscription contracts with customers was approximately [ *** ]. Of this amount, the Company expects to recognize revenue of approximately [***] million, or [***], over the next 12 months, [***], or [***], over months 13 to 24, and the remainder thereafter. PagerDuty, Inc. requests that the information contained in this letter, identified by the mark "[***]", be treated as confidential information pursuant to 17 C.F.R. § 200.83.

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 August 18, 2025

Jennifer G. Tejada
Chief Executive Officer
PagerDuty, Inc.
600 Townsend St., Suite 200
San Francisco, California 94108

 Re: PagerDuty, Inc.
 Form 10-K for the Fiscal Year Ended January 31, 2025
 File No. 001-38856
Dear Jennifer G. Tejada:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K For the Year Ending January 31, 2025
Notes to the Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page 77

1. Please tell us whether the amount of license revenue recognized from the
term-license
 software subscriptions are greater than ten percent of total revenues.
If so, please tell
 us how you considered separately presenting this amount as product
revenue on the
 face of your consolidated statements of operations in accordance with
Rule 5-
 03(b)(1)(a) of Regulation S-X. In addition, we further note that the
term software
 licenses are recognized at a point in time while cloud-hosted software
subscriptions
 and software maintenance revenues are recognized ratably over the
related contractual
 term. In this regard, please describe how you have considered the
guidance in ASC
 606-10-50-1 in evaluating whether your disclosures should disaggregate
revenues.
 Lastly, please provide quantitative information and analysis of revenue
amounts
 attributable to term-based licenses and cloud-hosted software
subscriptions in your
 MD&A, or tell us why such disclosure is not necessary to provide
investors with an
 understanding of your results of operations. We refer you to Item 303(a)
and (b) of
 August 18, 2025
Page 2

 Regulation S-K. As part of your response, quantify the total amount of
term-based
 licenses and cloud-hosted solutions for each period presented.
Note 8. Leases, page 91

2. You disclose that your leases do not provide an implicit rate and you
use an estimated
 incremental borrowing rate based on the information available at the
lease
 commencement date in determining the present value of lease payments.
Please revise
 your disclosure in future filings to clarify that the rates implicit in
your leases are not
 readily determinable and if that is the basis for using your incremental
borrowing rate
 as the discount rate for your leases. Refer to Rate Implicit in the
Lease defined in
 ASC 842-20-20.
Note 11. Deferred Revenue and Remaining Performance Obligations, page 96

3. You disclose that the company expects to recognize revenue of
approximately
 $302 million, or 68.6%, over the next 12 months with the balance to be
recognized as
 revenue thereafter. Please revise to disclose when the remaining
percentages will be
 recognized on a quantitative basis using time bands that would be most
appropriate
 for the duration of the remaining performance obligations or by
providing qualitative
 information. Refer to ASC 606-10-50-13.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Amanda Kim at 202-551-3241 or Stephen Krikorian at
202-551-3488
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
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October 15, 2024
Jennifer G. Tejada
Chief Executive Officer and Chair of Board of Directors
PagerDuty, Inc.
600 Townsend St., Suite 200
San Francisco, CA 94108
Re:PagerDuty, Inc.
Definitive Proxy Statement on Schedule 14A
Filed May 2, 2024
File No. 001-38856
Dear Jennifer G. Tejada:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

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October 2, 2024

Via EDGAR Transmission

Division of Corporation Finance

Disclosure Review Program

United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Attn:    Jennifer Gowetski

Amanda Ravitz

Re:    PagerDuty, Inc.

Definitive Proxy Statement on Schedule 14A

Filed May 2, 2024

File No. 001-38856

Ladies and Gentlemen:

PagerDuty, Inc. (the “Company”) is submitting this letter setting forth Company’s responses to the comments provided by the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) by letter dated September 19, 2024 (the “Comment Letter”) with respect to the Company’s Definitive Proxy Statement on Schedule 14A filed on May 2, 2024 (the “2024 Proxy Statement”).

For your convenience, we have reproduced the comments of the Staff exactly as given in the Comment Letter in italics below and set forth below the Company’s responses. The Company intends to address the Staff’s comments in its future proxy statements on Schedule 14A (“Future Proxy Statements”) that will be filed with the Commission, including the Definitive Proxy Statement on Schedule 14A relating to its 2025 annual meeting of stockholders. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the 2024 Proxy Statement. All references to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in the 2024 Proxy Statement.

Definitive Proxy Statement on Schedule 14A

Pay Versus Performance, page 65

1.We note that you have included “Net loss attributable to PagerDuty, Inc. common shareholders” in column (h) of your pay versus performance table in lieu of net income as required by Item 402(v)(2)(v) of Regulation S-K. Please include net income (loss), as reported in your audited GAAP financial statements, in column (h) for all years covered by the table and throughout your disclosure, including your relationship disclosure. Refer to Regulation S-K Compliance and Disclosure Interpretation 128D.08. Please note that you may voluntarily provide supplemental measures of net income or financial performance, so long as any additional disclosure is “clearly identified as supplemental, not misleading, and not presented with greater prominence than the required disclosure.” See Pay Versus Performance, Release No. 34-95607 (August 25, 2022) [87 FR 55134 (September 8, 2022)] at Section II.F.3.

Response: The Company respectfully acknowledges the Staff’s comment and confirms that the Company will include net income (loss) as reported in its audited financial statements in column (h) of the pay versus performance table in its Future Proxy Statements.

United States Securities and Exchange Commission

October 2, 2024

Page 2

2.We note that you have identified “Operating Margin” as your Company-Selected Measure pursuant to Item 402(v)(2)(vi) of Regulation S-K; however, your disclosure on pages 68 and 70 uses the term “Non-GAAP Operating Margin.” In addition, the term “OpMargin” on page 39 has the same definition as “Operating Margin” in the second sentence of footnote (8). Please revise to use consistent terminology for your Company-Selected Measure throughout your pay versus performance disclosure. Please also tell us and consider revising future disclosure, if applicable, to clarify whether the term “OpMargin” on page 39 is meant to represent a different value from your Company-Selected Measure “Operating Margin.”

Response: The Company respectfully acknowledges the Staff’s comment and confirms that the Company will use consistent terminology for its Company-Selected Measure throughout the pay versus performance disclosure in its Future Proxy Statements. The Company further confirms that the term “OpMargin” on page 39 represents the same value as its Company-Selected Measure “Operating Margin” as defined in the second sentence of footnote (8). In Future Proxy Statements, if applicable, the Company will make clear whether the Company-Selected Measure represents the same value as a financial performance measure used in one or more of its incentive compensation plans or awards.

3.While Company-Selected Measure disclosure is not subject to Regulation G or Item 10(e) of Regulation S-K, you must provide disclosure as to how the Company-Selected Measure is calculated from your audited financial statements. Although the second sentence of footnote (8) appears to provide a description of how your Company-Selected Measure, Operating Margin, is calculated from your audited financial statements, you also refer in the first sentence of footnote (8) to information in your periodic reports for fiscal year 2023. Please note that incorporation by reference to other filings will not satisfy the disclosure requirements under Item 402(v) of Regulation S-K, and your reference to these filings is unclear considering the full description provided in footnote (8). Please confirm whether the second sentence of footnote (8) represents the description of your Company-Selected Measure required by Item 402(v)(2)(vi) of Regulation S-K. Alternatively, provide us with a definition of your Company-Selected Measure, Operating Margin. In addition, please revise future filings to provide the description required by Item 402(v)(2)(vi) of Regulation S-K without any reference to other filings.

Response: The Company respectfully acknowledges the Staff’s comment and confirms that the Company will address this in its Future Proxy Statements, including providing the description required by Item 402(v)(2)(vi) of Regulation S-K without any reference to other filings. The Company further confirms that the second sentence of footnote (8) represents the description of how its Company-Selected Measure is calculated from its audited financial statements.

*        *        *

United States Securities and Exchange Commission

October 2, 2024

Page 3

Please contact me via email. at igomez@pagerduty.com with any questions or further comments regarding our responses to the Staff’s comments.

Sincerely,

/s/ Irving Gomez

Irving Gomez
Vice President, Deputy General Counsel & Secretary

PagerDuty, Inc.

cc:  Jennifer Tejada, Chief Executive Officer and Chairperson, PagerDuty, Inc.

 Shelley Webb, Senior Vice President, Chief Legal & People Officer, PagerDuty, Inc.

 David J. Segre, Cooley LLP

 Calise Y. Cheng, Cooley LLP

September 19, 2024
Jennifer G. Tejada
Chief Executive Officer and Chair of Board of Directors
PagerDuty, Inc.
600 Townsend St., Suite 200
San Francisco, CA 94108
Re:PagerDuty, Inc.
Definitive Proxy Statement on Schedule 14A
Filed May 2, 2024
File No. 001-38856
Dear Jennifer G. Tejada:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comment(s).
            Please respond to this letter by providing the requested information  and/or confirming that
you will revise your future proxy disclosures in accordance with  the topics discussed below . If
you do not believe a comment applies to your facts and circumstances, please tell us why in your
response.
            After reviewing your response to this letter, we may have additional  comments.
Definitive Proxy Statement on Schedule 14A
Pay Versus Performance, page 65
1.We note that you have included “Net loss attributable to PagerDuty, Inc. common
shareholders” in column (h) of your pay versus performance table in lieu of net income as
required by Item 402(v)(2)(v) of Regulation S-K.  Please include net income (loss), as
reported in your audited GAAP financial statements, in column (h) for all years covered
by the table and throughout your disclosure, including your relationship disclosure. Refer
to Regulation S-K Compliance and Disclosure Interpretation 128D.08. Please note that
you may voluntarily provide supplemental measures of net income or financial
performance, so long as any additional disclosure is “clearly identified as supplemental,
not misleading, and not presented with greater prominence than the required disclosure.”
See Pay Versus Performance, Release No. 34-95607 (August 25, 2022) [87 FR 55134
(September 8, 2022)] at Section II.F.3.

September 19, 2024
Page 2
2.We note that you have identified “Operating Margin” as your Company-Selected Measure
pursuant to Item 402(v)(2)(vi) of Regulation S-K; however, your disclosure on pages 68
and 70 uses the term “Non-GAAP Operating Margin.” In addition, the term “OpMargin”
on page 39 has the same definition as “Operating Margin” in the second sentence of
footnote (8). Please revise to use consistent terminology for your Company-Selected
Measure throughout your pay versus performance disclosure. Please also tell us and
consider revising future disclosure, if applicable, to clarify whether the term “OpMargin”
on page 39 is meant to represent a different value from your Company-Selected Measure
“Operating Margin.”
3.While Company-Selected Measure disclosure is not subject to Regulation G or Item 10(e)
of Regulation S-K, you must provide disclosure as to how the Company-Selected
Measure is calculated from your audited financial statements. Although the second
sentence of footnote (8) appears to provide a description of how your Company-Selected
Measure, Operating Margin, is calculated from your audited financial statements, you also
refer in the first sentence of footnote (8) to information in your periodic reports for fiscal
year 2023. Please note that incorporation by reference to other filings will not satisfy the
disclosure requirements under Item 402(v) of Regulation S-K, and your reference to these
filings is unclear considering the full description provided in footnote (8). Please confirm
whether the second sentence of footnote (8) represents the description of your Company-
Selected Measure required by Item 402(v)(2)(vi) of Regulation S-K. Alternatively,
provide us with a definition of your Company-Selected Measure, Operating Margin. In
addition, please revise future filings to provide the description required by Item
402(v)(2)(vi) of Regulation S-K without any reference to other filings.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Jennifer Gowetski at 202-551-3401 or Amanda Ravitz at 202-551-3412
with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

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Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

April 8, 2019

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:

 Barbara C. Jacobs, Assistant Director
Stephen Krikorian, Accounting Branch Chief
Matthew Crispino, Staff Attorney
Ryan Rohn, Staff Accountant

Re:

 PagerDuty, Inc.
Registration Statement on Form S-1 (File No. 333-230323)
Request for Acceleration of Effective Date

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of PagerDuty, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 PM, Eastern Time, on April 10, 2019, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Cooley LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have carried out the following distribution of the Company’s Preliminary Prospectus dated April 1, 2019:

(i)

 Dates of distribution: April 1, 2019 through the date hereof

(ii)

 Number of prospective underwriters to which the preliminary prospectus was furnished: 8

(iii)

 Number of prospectuses furnished to investors: approximately 4,540

(iv)

 Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 75

We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

MORGAN STANLEY & CO. LLC

J.P. MORGAN SECURITIES LLC

Acting severally on behalf of themselves and the several Underwriters

Morgan Stanley & Co. LLC

By:

 /s/ Lauren Cummings

 Name: Lauren Cummings

 Title: Managing Director

J.P. Morgan Securities LLC

By:

 /s/ Lucy Wang

 Name: Lucy Wang

 Title: Executive Director

Signature Page to Underwriters’ Acceleration Request

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PAGERDUTY, INC.

600 Townsend St. Suite 200

San Francisco, CA 94103

April 8, 2019

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:    Barbara Jacobs, Assistant Director

Stephen Krikorian, Accounting Branch Chief

Matthew Crispino, Staff Attorney

Ryan Rohn, Staff Accountant

RE:

 PagerDuty, Inc.
Registration Statement on Form S-1
File No. 333-230323

Ladies and Gentlemen:

PagerDuty, Inc. (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on Wednesday, April 10, 2019, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of David Segre and Jon Avina of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with David Segre of Cooley LLP, counsel to the Registrant, at (650) 843-5335, or in his absence, Jon Avina at (650) 843-5307.

[Signature Page Follows]

Very truly yours,

PAGERDUTY, INC.

By:

 /s/ Stacey A. Giamalis

Name:

 Stacey A. Giamalis

Title:

 SVP, General Counsel, and Secretary

cc:

 Jennifer Tejada, PagerDuty, Inc.

Howard Wilson, PagerDuty, Inc.

Sirena Roberts, PagerDuty, Inc.

David J. Segre, Cooley LLP

Jon C. Avina, Cooley LLP

Calise Y. Cheng, Cooley LLP

David R. Ambler, Cooley LLP

Christopher J. Austin, Orrick, Herrington & Sutcliffe LLP

William L. Hughes, Orrick, Herrington & Sutcliffe LLP

[Company Signature Page to Acceleration Request]

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David Segre

 VIA EDGAR AND OVERNIGHT COURIER

+ 1 650 843 5335

dsegre@cooley.com

April 3, 2019

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington D.C. 20549

Attn:

 Barbara C. Jacobs, Assistant Director

 Stephen Krikorian, Accounting Branch Chief

 Matthew Crispino, Staff Attorney

 Ryan Rohn, Staff Accountant

RE:

 PagerDuty, Inc.

 Registration Statement on Form S-1

 File No. 333-230323

Ladies and Gentlemen:

On behalf of PagerDuty, Inc. (the “Company”), we are supplementally providing the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with information regarding the proposed price range of the shares of the Company’s common stock to be offered in the proposed initial public offering (“IPO”) pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-230323), initially filed with the Commission on March 15, 2019, as amended (the “Registration Statement”).  We are providing this letter to supplement the Company’s response (the “Prior Response Letter”) to prior comment number 3 from the Staff received by letter dated March 6, 2019, which sets forth the stock options granted by the Company in the nine months ended October 31, 2018 and all stock option granted subsequent to such date (as of March 11, 2019), along with the fair value of the underlying shares of common stock used to value such awards at the grant date.

IPO Price Range

The Company supplementally advises the Staff that the Company preliminarily estimates a price range of $19.00 to $21.00 per share (the “IPO Price Range”) for its IPO. As is typical in IPOs, the IPO Price Range was not derived using a formal determination of fair value, but was determined by discussions between the Company and the underwriters. The IPO Price Range has been estimated based, in part, upon current market conditions, the Company’s financial condition and prospects, performance of recent initial public offerings and input received from the lead underwriters, including discussions that took place during a meeting of the Company’s board of directors (the “Board”) late March 2019 that included representatives of the underwriters.  In determining the IPO Price Range, the underwriters focused on a number of valuation methodologies to triangulate the valuation, including relevant trading multiples.

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April 3, 2019

Page Two

Historical Fair Value Determination and Methodology

As stated in the Registration Statement, the Company accounts for stock-based compensation expense related to stock-based awards based on the estimated fair value of the award on the grant date. The Registration Statement describes the Company’s use of the Black-Scholes option-pricing model for the purpose of calculating the fair value of stock options. The Prior Response Letter sets forth a summary of equity awards from February 1, 2018 through March 11, 2019. An updated summary of equity awards is set forth below for the Staff’s reference.

Event

 Event Date

 Number of

Awards

 Exercise Price

 Common Stock

Fair Value Per

Share for

Financial

Reporting

Option grants

 2/26/2018

 432,800

 $5.87

 $7.17

Option grants

 3/5/2018

 465,780

 $5.87

 $7.20

Option grants

 3/30/2018

 157,800

 $5.87

 $7.30

Option grants

 4/2/2018

 234,500

 $5.87

 $7.31

Option grants

 4/9/2018

 416,700

 $5.87

 $7.34

Third-Party Valuation

 4/30/2018

 —

 —

 $7.43

Option grants

 6/27/2018

 301,625

 $7.43

 $9.52

Warrant issued

to Tides Foundation

 6/29/2018

 648,092(1)

 $0.01

 $9.59

Option grants

 7/3/2018

 190,120

 $7.43

 $9.74

Option grants

 7/10/2018

 1,030,000

 $7.43

 $9.99

Option grants

 7/11/2018

 120,000

 $7.43

 $10.02

Option grants

 7/18/2018

 79,100

 $7.43

 $10.28

Third-Party Valuation

 8/24/2018

 —

 —

 $11.61

Option grants

 9/27/2018

 33,000

 $11.61

 $12.01

Option grants

 10/16/2018

 521,150

 $11.61

 $12.23

Option grants

 10/23/2018

 244,306

 $11.61

 $12.32

Third-Party Valuation

 10/31/2018

 —

 —

 $12.41

Option grants

 1/15/2019

 460,610

 $12.41

 $14.15

Third-Party Valuation

 1/31/2019

 —

 —

 $14.52

Option grants

 3/8/2019

 3,041,000

 $14.52

Option grants

 3/12/2019

 121,430

 $14.52

Option grants

 3/13/2019

 168,881

 $14.52

Option grants

 4/1/2019

 351,510

 $20.00(2)

(1)

 The Company issued warrants to Tides Foundation on June 29, 2018 to purchase 648,092 shares of common stock at an exercise price of $0.01 as part of the Pledge 1% initiative. As disclosed in footnote 5 of the Amended DRS, the Company recognized $6.2 million of expense in the third quarter of fiscal 2019 related to the grant.

(2)

 The midpoint of the IPO Price Range.

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April 3, 2019

Page Three

The Company respectfully refers the Staff to the Prior Response Letter for a discussion of the determination of the fair value of the Company’s common stock, including the discussion therein regarding the use by the Board of periodic independent third-party valuations in determining the fair value of the Company’s common stock on the relevant grant dates and the Company’s use of such determinations by the Board to estimate the fair value of its common stock for purposes of measuring compensation expense associated with stock option grants.

Determination of IPO Price Range

The IPO Price Range was derived using a combination of valuation methodologies, including: (a) a comparison of public companies at a similar stage of development; (b) a comparison of valuations for comparable issuers in the Company’s industry, at the time of their IPO; and (c) a current analysis of the public equity market by the underwriters for the offering.

The Company believes the following factors explain the difference between the fair value of the Company’s common stock in the third-party valuation report valuing the Company’s common stock at $14.52 per share as of January 31, 2019 (the “January 2019 Valuation Report”) and the IPO Price Range.

•

 The IPO Price Range represents a future price for shares of common stock that, if issued in the IPO, will be immediately freely tradable in a public market, whereas the estimated fair value of the common stock as of all of the equity grant dates described above appropriately represents a contemporaneous estimate of the fair value of shares that were then illiquid and might never become liquid. This illiquidity also accounts for a substantial difference between the estimated fair values for the grants described above and the IPO Price Range.

•

 The holders of the Company’s preferred stock currently enjoy substantial economic rights and preferences over the holders of its common stock, including the right to receive dividends prior to any dividends declared or paid on any shares of the Company’s common stock and liquidation payments in preference to holders of common stock that aggregate approximately $173.3 million. The IPO Price Range assumes the conversion of all of the Company’s redeemable convertible preferred stock upon the completion of its IPO. The corresponding elimination of the preferences and rights enjoyed by the holders of such preferred stock results in a higher valuation, which is reflected in the IPO Price Range.

•

 Unlike the valuation methodologies used in connection with the Company’s historical equity issuances, the IPO Price Range does not take into account the probability of alternative outcomes that could yield lower valuations, such as a sale transaction at differing valuations or that the Company may continue as a private, stand-alone entity.

•

 Recent performance of initial public offerings generally, including several issuers in the Company’s industry.

•

 The general condition of the securities markets and the recent market prices of publicly traded common stock of comparable companies.

•

 A number of technology companies have either completed or made public filings for their initial public offerings, suggesting a potentially favorable market for companies similar to the Company in executing and completing initial public offerings.

The Company supplementally advises the Staff that the group of comparable companies used in the January 2019 Valuation Report and in determining the IPO Price Range, each included mongoDB, twilio, Atlassian, smartsheet, servicenow, Everbridge, PluralSight, splunk, New Relic, zuora and elastic. For the period from December 31, 2018 through March 29, 2019, these companies experienced a market capitalization weighted

Cooley LLP   3175 Hanover Street   Palo Alto, CA   94304-1130

t: (650) 843-5000  f: (650) 849-7400  cooley.com

April 3, 2019

Page Four

index increase of approximately 35%, with a mean increase of 34% (excluding index) and median increase of 32% (excluding index), which contributed to the increase in the Company’s valuation.  Given the proximity to the Company’s IPO and the Company’s own growth rate, these additional companies provided highly relevant comparisons to the Company for purposes of determining the IPO Price Range.

Based on the above analysis, the Company respectfully submits to the Staff that the determination of the fair value of its common stock described above was consistent with the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

*  *  *  *  *

Please contact me at (650) 843-5335 with any questions or further comments regarding the responses to the Staff’s Comments.

Sincerely,

/s/ David J. Segre

David J. Segre

cc:

 Howard Wilson, PagerDuty, Inc.

Stacey A. Giamalis, PagerDuty, Inc.

Sirena Roberts, PagerDuty, Inc.

Jon C. Avina, Cooley LLP

Calise Y. Cheng, Cooley LLP

David R. Ambler, Cooley LLP

Christopher J. Austin, Orrick, Herrington & Sutcliffe LLP

William L. Hughes, Orrick, Herrington & Sutcliffe LLP

Cooley LLP   3175 Hanover Street   Palo Alto, CA   94304-1130

t: (650) 843-5000  f: (650) 849-7400  cooley.com

March 6, 2019
Jennifer G. Tejada
Chief Executive Officer
PagerDuty, Inc.
600 Townsend St., Suite 200
San Francisco, CA 94103
Re:PagerDuty, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted February 15, 2019
CIK No. 0001568100
Dear Ms. Tejada:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
            References to prior comments are to those in our letter dated February 8, 2019.
Draft Registration Statement on Form S-1 submitted February 15, 2019
Management's Discussion and Analysis of Financial Condition and Results of Operation
Key Factors Affecting Our Performance, page 57
1.Your response to prior comment 4 states that the company does not believe the number of
paid users to be a key metric.  However, the majority of your revenue is generated from
your existing customer base and you expand your existing customer base by adding more
users and creating additional use cases, as noted in the chart on page 55.  Since the
number of users and use cases per customer appear to impact your revenue, tell us what
consideration you have given to disclosing the number of users per customer and use

 FirstName LastNameJennifer G.  Tejada
 Comapany NamePagerDuty, Inc.
 March 6, 2019 Page 2
 FirstName LastName
Jennifer G.  Tejada
PagerDuty, Inc.
March 6, 2019
Page 2
cases per customer as key metrics.  Consider disclosing whether the increase in customers
with over $100,000 in annual recurring revenue were existing customers that expanded
their subscription or were new customers.  In addition, consider stratifying your customer
base to indicate the portion of customers that are small or medium size.
Results of Operations
Comparison of the Nine Months Ended October 31, 2017 and 2018
Revenue , page 62
2.You disclose that revenue increased by 48% for the nine months ended October 31, 2018
compared to the nine months ended October 31, 2017 and that this increase was primarily
attributable to increases in revenues from both existing and new customers.  Please revise
your disclosures to separately quantify the amount of this increase that is attributable from
existing customers versus new customers.  Your disclosures should also quantify
the underlying drivers that are increasing existing customer sales such as disclosing the
amount that is attributable to an increase in the number of users and to purchases of
additional functionality. Refer to Section III.D of SEC Release No. 33-6835.
Critical Accounting Policies and Estimates
Common Stock Valuations, page 71
3.Please provide us with a listing of all share options granted in the nine months ended
October 31, 2018 and any granted subsequent to this date and the fair value of the
underlying ordinary shares used to value such awards at the grant date.  To the extent
there were any significant fluctuations in the fair values from period-to-period, please
describe for us the factors that contributed to these fluctuations, including any intervening
events within the company or changes in your valuation assumptions or methodology.
            You may contact Ryan Rohn, Staff Accountant, at (202) 551-3739 or Stephen Krikorian,
Branch Chief, at (202) 551-3488 if you have questions regarding comments on the financial
statements and related matters.  Please contact Matthew Crispino, Staff Attorney, at (202) 551-
3456 or Barbara C. Jacobs, Assistant Director, at (202) 551-3735 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services

February 8, 2019
Jennifer G. Tejada
Chief Executive Officer
PagerDuty, Inc.
600 Townsend St., Suite 200
San Francisco, CA 94103
Re:PagerDuty, Inc.
Draft Registration Statement on Form S-1
Submitted December 20, 2018
CIK No. 0001568100
Dear Ms. Tejada:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted December 20, 2018
Prospectus Summary, page 1
1.Please disclose that your directors, executive officers and principal stockholders will
continue to have a significant influence over the company after the offering and the
percentage of your voting power to be held by affiliates following the offering.
Risk Factors
"We operate in an emerging and evolving market...,", page 14
2.In some parts of the prospectus, you state that you participate in the market for real-time
operations solutions while in others you indicate that your market is digital operations
management.  See page 88.  Please clarify the relationship between real-time operations

 FirstName LastNameJennifer G.  Tejada
 Comapany NamePagerDuty, Inc.
 February 8, 2019 Page 2
 FirstName LastNameJennifer G.  Tejada
PagerDuty, Inc.
February 8, 2019
Page 2
solutions and digital operations management or advise whether the terms are
interchangeable.
"We derive substantially all of our revenue from a single product.", page 16
3.You disclose that substantially all of your revenue results from sales of subscriptions your
On-Call Management product. Please quantify the percentage for the periods presented.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Factors Affecting Our Performance, page 55
4.Your subscription revenue is determined based in part on the number of users per
customer.  We note also that one of your growth strategies is to expand usage of your
solutions within your existing customer base.  Please advise whether you track changes in
the number of paid users and, if so, what consideration you have given to disclosing that
data as a key business metric.
Business
Our Customers, page 80
5.You state that your customer base includes one-third of the Fortune 500 companies.  To
provide context, please consider disclosing the total number of paid users and percentage
of revenue that you have generated from this customer base.
General
6.Please supplementally provide us with copies of any graphical materials or artwork that
you intend to use in your prospectus. Upon review of such materials, we may have
comments. For guidance, consider Question 101.02 of our Securities Act Forms
Compliance and Disclosure Interpretations.
7.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Ryan Rohn, Staff Accountant at (202) 551-3739 or Stephen Krikorian,
Branch Chief, at (202) 551-3488 if you have questions regarding comments on the financial
statements and related matters.

 FirstName LastNameJennifer G.  Tejada
 Comapany NamePagerDuty, Inc.
 February 8, 2019 Page 3
 FirstName LastName
Jennifer G.  Tejada
PagerDuty, Inc.
February 8, 2019
Page 3
            Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or Barbara C. Jacobs,
Assistant Director, at (202) 551-3735 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services