SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Highway 12 Capital Partners II, LLC

(Last)

(First)

(Middle)

HOFF BUILDING

802 WEST BANNOCK, 7TH FLOOR

(Street)

BOISE

83702

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SendGrid, Inc. [ SEND ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/17/2017		C		1,027,690	A	⁽¹⁾	1,027,690	I	By: Highway 12 Venture Fund II, L.P.⁽²⁾
Common Stock	11/17/2017		C		904,127	A	⁽¹⁾	904,127	I	By: Highway 12 Venture Fund II-B, L.P.⁽³⁾
Common Stock	11/17/2017		C		797,235	A	⁽¹⁾	1,824,925	I	By: Highway 12 Venture Fund II, L.P.⁽²⁾
Common Stock	11/17/2017		C		701,382	A	⁽¹⁾	1,605,509	I	By: Highway 12 Venture Fund II-B, L.P⁽³⁾
Common Stock	11/17/2017		C		577,045	A	⁽¹⁾	2,401,970	I	By: Highway 12 Venture Fund II, L.P.⁽²⁾
Common Stock	11/17/2017		C		507,665	A	⁽¹⁾	2,113,174	I	By: Highway 12 Venture Fund II-B, L.P⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	11/17/2017		C			1,027,690	⁽¹⁾	⁽¹⁾	Common Stock	1,027,690	$0.00	0	I	By: Highway 12 Venture Fund II, L.P.
Series A Preferred Stock	⁽¹⁾	11/17/2017		C			904,127	⁽¹⁾	⁽¹⁾	Common Stock	904,127	$0.00	0	I	By: Highway 12 Venture Fund II-B, L.P.
Series A-1 Preferred Stock	⁽¹⁾	11/17/2017		C			797,235	⁽¹⁾	⁽¹⁾	Common Stock	797,235	$0.00	0	I	By: Highway 12 Venture Fund II, L.P.
Series A-1 Preferred Stock	⁽¹⁾	11/17/2017		C			701,382	⁽¹⁾	⁽¹⁾	Common Stock	701,382	$0.00	0	I	By: Highway 12 Venture Fund II-B, L.P
Series B Preferred Stock	⁽¹⁾	11/17/2017		C			577,045	⁽¹⁾	⁽¹⁾	Common Stock	577,045	$0.00	0	I	By: Highway 12 Venture Fund II, L.P
Series B Preferred Stock	⁽¹⁾	11/17/2017		C			507,665	⁽¹⁾	⁽¹⁾	Common Stock	507,665	$0.00	0	I	By: Highway 12 Venture Fund II-B, L.P

1. Name and Address of Reporting Person^*

Highway 12 Capital Partners II, LLC

(Last)

(First)

(Middle)

HOFF BUILDING

802 WEST BANNOCK, 7TH FLOOR

(Street)

BOISE

83702

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HIGHWAY 12 VENTURE FUND II LP

(Last)

(First)

(Middle)

HOFF BUILDING

802 WEST BANNOCK, 7TH FLOOR

(Street)

BOISE

83702

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Highway 12 Venture Fund II-B, L.P.

(Last)

(First)

(Middle)

HOFF BUILDING

802 WEST BANNOCK, 7TH FLOOR

(Street)

BOISE

83702

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Solon Mark

(Last)

(First)

(Middle)

HOFF BUILDING

802 WEST BANNOCK, 7TH FLOOR

(Street)

BOISE

83702

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Highway 12 Ventures II, Inc.

(Last)

(First)

(Middle)

HOFF BUILDING

802 WEST BANNOCK, 7TH FLOOR

(Street)

BOISE

83702

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each share of Series A Preferred Stock, Series A-1 Preferred Stock and Series B Preferred Stock converted into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering, on a one-for-one basis and had no expiration date.

2. The shares are held by Highway 12 Venture Fund II, L.P. ("Fund II"). The general partner of Fund II is Highway 12 Capital Partners II, LLC ("Partners II"). Highway 12 Ventures II, Inc. ("Ventures II") is the managerof Partners II. Mark Solon, a former member of the Issuer's board of directors, is the managing partner of Ventures II and a managing partner of Techstars Ventures.

3. The shares are held by Highway 12 Venture Fund II-B, L.P. ("Fund II-B") The general partner of Fund II-B is Partners II. Ventures II is the manager of Partners II. Mark Solon, a former member of the Issuer's board of directors, is the managing partner of Ventures II and a managing partner of Techstars Ventures.

Remarks:

	/s/ Matthew P. Dubofsky, Attorney-in-Fact	11/17/2017
	/s/ Matthew P. Dubofsky, Attorney-in-Fact	11/17/2017
	/s/ Matthew P. Dubofsky, Attorney-in-Fact	11/17/2017
	/s/ Matthew P. Dubofsky, Attorney-in-Fact	11/17/2017
	/s/ Matthew P. Dubofsky, Attorney-in-Fact	11/17/2017
	** Signature of Reporting Person	Date
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