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( Mark One ) 冈 SECURITIES AND EXCHANGE COMMISSION WASHINGTON , D.C. 20549 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES AND EXCHANGE ACT OF 1934 UNITED STATES Delaware ( State or other jurisdiction of incorporation or organization ) FORM 10 - K TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended January 31 , 2021 Large accelerated filer Non - accelerated filer Securities registered pursuant to Section 12 ( b ) of the Act : or X For the transition period from PAGERDUTY , INC . ( Exact name of registrant as specified in its charter ) Commission File Number : 001-38856 to 600 Townsend St. , Suite 200 San Francisco , CA 94103 ( 844 ) 800-3889 ( Address , including zip code , and telephone number , including area code , of registrant's principal executive offices ) Trading symbol ( s ) 27-2793871 PD ( I.R.S. Employer Identification Number ) Title of each class Common Stock , $ 0.000005 par value Securities registered pursuant to Section 12 ( g ) of the Act : None No No Indicate by a check mark if the Registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No Name of each exchange on which registered New York Stock Exchange Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit and post such files ) . Yes No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , or a smaller reporting company . See definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Accelerated filer Smaller reporting company Emerging growth company 000 If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7 ( a ) ( 2 ) ( B ) of the Securities Act . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7265 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Yes > No Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes No The aggregate market value of common stock held by non - affiliates of the Registrant , computed by reference to the price at which the common stock was last sold on July 31 , 2020 , the last business day of the Registrant's most recently completed second fiscal quarter , as reported on the New York Stock Exchange , was approximately $ 1.9 billion . Shares of the registrant's common stock held by each executive officer , director and holder of 5 % or more of the outstanding common stock have