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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
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)
C/O PHIL REED
9194 WEST BEACHSIDE LANE

(Street)
BOISE ID 83714

(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)
04/10/2018
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 04/10/2018 S(1) 960,788 D $22.86 1,441,182 I By: Highway 12 Venture Fund II, L.P.(2)
Common Stock 04/10/2018 S(1) 845,270 D $22.86 1,267,904 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Highway 12 Capital Partners II, LLC

(Last) (First) (Middle)
C/O PHIL REED
9194 WEST BEACHSIDE LANE

(Street)
BOISE ID 83714

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HIGHWAY 12 VENTURE FUND II LP

(Last) (First) (Middle)
C/O PHIL REED
9194 WEST BEACHSIDE LANE

(Street)
BOISE ID 83714

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Highway 12 Venture Fund II-B, L.P.

(Last) (First) (Middle)
C/O PHIL REED
9194 WEST BEACHSIDE LANE

(Street)
BOISE ID 83714

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Highway 12 Ventures II, Inc.

(Last) (First) (Middle)
C/O PHIL REED
9194 WEST BEACHSIDE LANE

(Street)
BOISE ID 83714

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Solon Mark

(Last) (First) (Middle)
C/O HIGHWAY 12 VENTURES
9194 WEST BEACHSIDE LANE

(Street)
BOISE ID 83714

(City) (State) (Zip)
Explanation of Responses:
1. The Reporting Persons sold shares to the underwriters in connection with the closing of the Issuer's follow-on public offering. The reported sale price reflects the price at which the Reporting Persons sold shares to the underwriters, which is net of underwriting commissions.
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 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.
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 04/11/2018
/s/ Matthew P. Dubofsky, Attorney-in-Fact 04/11/2018
/s/ Matthew P. Dubofsky, Attorney-in-Fact 04/11/2018
/s/ Matthew P. Dubofsky, Attorney-in-Fact 04/11/2018
/s/ Matthew P. Dubofsky, Attorney-in-Fact 04/11/2018
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.