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*
Foundry Venture 2007, LLC

(Last) (First) (Middle)
1050 WALNUT STREET
SUITE 210

(Street)
BOULDER CO 80302

(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)
07/09/2018
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)
Code V Amount (A) or (D) Price
Common Stock 07/09/2018 J(1) 718,257 D $0.00 1,251,589 I By: Foundry Group Select Fund, L.P.(2)
Common Stock 07/09/2018 J(3) 1,781,743 D $0.00 3,104,753 I By: Foundry Venture Capital 2007, L.P.(4)
Common Stock 07/09/2018 J(5) 399,111 A $0.00 399,111 D
Common Stock 07/09/2018 J(6) 399,111 D $0.00 0 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Foundry Venture 2007, LLC

(Last) (First) (Middle)
1050 WALNUT STREET
SUITE 210

(Street)
BOULDER CO 80302

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Foundry Group Select Fund, L.P.

(Last) (First) (Middle)
1050 WALNUT STREET
SUITE 210

(Street)
BOULDER CO 80302

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Foundry Select Fund GP, LLC

(Last) (First) (Middle)
1050 WALNUT STREET
SUITE 210

(Street)
BOULDER CO 80302

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Foundry Venture Capital 2007, L.P.

(Last) (First) (Middle)
1050 WALNUT STREET, SUITE 210
SUITE 210

(Street)
BOULDER CO 80302

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FELD BRADLEY A

(Last) (First) (Middle)
1050 WALNUT STREET, SUITE 210

(Street)
BOULDER CO 80302

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Levine Seth

(Last) (First) (Middle)
1050 WALNUT STREET, SUITE 210

(Street)
BOULDER CO 80302

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MCINTYRE RYAN A

(Last) (First) (Middle)
1050 WALNUT STREET, SUITE 210

(Street)
BOULDER CO 80302

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MENDELSON JASON A

(Last) (First) (Middle)
1050 WALNUT STREET, SUITE 210

(Street)
BOULDER CO 80302

(City) (State) (Zip)
Explanation of Responses:
1. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundry Group Select Fund, L.P. effected following the close of the trading market on July 9, 2018 without consideration to its limited partners and its general partner, Foundry Select Fund GP, LLC.
2. The shares are held by Foundry Group Select Fund, L.P. The general partner of Foundry Group Select Fund, L.P. is Foundry Select Fund GP, LLC and has voting and dispositive power over these shares. Brad Feld, Seth Levine, Ryan McIntyre and Jason Mendelson are the managing members of Foundry Select Fund GP, LLC and share voting and dispositive power over these shares. Each of Foundry Select Fund GP, LLC, Mr. Feld, Mr. Levine, Mr. McIntyre and Mr. Mendelson disclaims beneficial ownership of the shares except to the extent of his or its respective pecuniary interest therein.
3. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundry Venture Capital 2007, L.P. effected following the close of the trading market on July 9, 2018 without consideration to its limited partners and its general partner, Foundry Venture 2007, LLC.
4. The shares are held by Foundry Venture Capital 2007, L.P. The general partner of Foundry Venture Capital 2007, L.P. is Foundry Venture 2007, LLC and has voting and dispositive power over these shares. Brad Feld, Seth Levine, Ryan McIntyre and Jason Mendelson are the managing members of Foundry Venture 2007, LLC and share voting and dispositive power over these shares. Each of Foundry Venture 2007, LLC, Mr. Feld, Mr. Levine, Mr. McIntyre and Mr. Mendelson disclaims beneficial ownership of the shares except to the extent of his or its respective pecuniary interest therein.
5. Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by Foundry Venture Capital 2007, L.P. described in footnote 3 above. Brad Feld, Seth Levine, Ryan McIntyre and Jason Mendelson are the managing members of Foundry Venture 2007, LLC and share voting and dispositive power over these shares. Each of Mr. Feld, Mr. Levine, Mr. McIntyre and Mr. Mendelson disclaims beneficial ownership of the shares except to the extent of his respective pecuniary interest therein.
6. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundry Venture 2007, LLC effected following the close of the trading market on July 9, 2018 without consideration to its members. Brad Feld, Seth Levine, Ryan McIntyre and Jason Mendelson are the managing members of Foundry Venture 2007, LLC and share voting and dispositive power over these shares. Each of Mr. Feld, Mr. Levine, Mr. McIntyre and Mr. Mendelson disclaims beneficial ownership of the shares except to the extent of his respective pecuniary interest therein.
Remarks:
/s/ Brad Feld, Managing Director of Foundry Venture 2007, LLC 07/11/2018
/s/ Brad Feld, Managing Director of Foundry Select Fund GP, LLC, the General Partner of Foundry Group Select Fund, L.P. 07/11/2018
/s/ Brad Feld, Managing Director of Foundry Select Fund GP, LLC 07/11/2018
/s/ Brad Feld, Managing Director of Foundry Venture 2007, LLC, the General Partner of Foundry Venture Capital 2007, L.P. 07/11/2018
/s/ Brad Feld 07/11/2018
/s/ Seth Levine 07/11/2018
/s/ Ryan McIntyre 07/11/2018
/s/ Jason Mendelson 07/11/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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