X0306 4 2017-11-17 0 0001477425 SendGrid, Inc. SEND 0001506450 Deeter Byron B C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT NY 10538 1 0 0 0 Common Stock 2017-11-17 4 C 0 0 A 0 I See Footnote Common Stock 2017-11-17 4 P 0 0 0.00 A 0 I See Footnote Series A Preferred Stock 2017-11-17 4 C 0 0 0.00 D Common Stock 0 0 I See Footnote Series A-1 Preferred Stock 2017-11-17 4 C 0 0 0.00 D Common Stock 0 0 I See Footnote Series B Preferred Stock 2017-11-17 4 C 0 0 0.00 D Common Stock 0 0 I See Footnote Series C Preferred Stock 2017-11-17 4 C 0 0 0.00 D Common Stock 0 0 I See Footnote Series D Preferred Stock 2017-11-17 4 C 0 0 0.00 D Common Stock 0 0 I See Footnote Represents 3,557,306 shares and 2,957,909 shares received by Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst") and Bessemer Venture Partners VIII, L.P. ("BVP VIII", together with BVP VIII Inst referred to collectively, the "Funds"), respectively, upon conversion of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock (collectively the "Preferred Stock") upon closing of the Issuer's initial public offering. The Preferred Stock converted into Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Preferred Stock had no expiration date. Following the reported transaction, BVP VIII Inst and BVP VIII owned 3,992,151 and 3,319,484 shares of Common Stock, respectively. The Reporting Person is a director of Deer VIII Co. Ltd., which is the general partner of Deer VIII Co. L.P, which is the general partner of each of the Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Funds, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in the securities by virtue of his interest in Deer VIII Co. Ltd., his interest in Deer VIII Co. L.P. and his indirect limited partnership interest in the Funds. On November 17, 2017, BVP VIII Inst and BVP VIII purchased 341,250 shares and 283,750 shares, respectively, in the Issuer's initial public offering at a price per share of $16.00. Following the reported transaction, BVP VIII Inst and BVP VIII own 4,333,401 and 3,603,234 shares, respectively, of Common Stock. Prior to the closing, BVP VIII Inst and BVP VIII owned 25,722 shares and 21,389 shares, respectively, of the Series A Preferred Stock. Prior to the closing, BVP VIII Inst and BVP VIII owned 8,918 shares and 7,415 shares, respectively, of the Series A-1 Preferred Stock. Prior to the closing, BVP VIII Inst and BVP VIII owned 2,605,907 shares and 2,166,817 shares, respectively, of the Series B Preferred Stock. Prior to the closing, BVP VIII Inst and BVP VIII owned 713,414 shares and 593,206 shares, respectively, of the Series C Preferred Stock. Prior to the closing, BVP VIII Inst and BVP VIII owned 203,345 shares and 169,082 shares, respectively, of the Series D Preferred Stock. /s/ Matthew P. Dubofsky, Attorney-in-Fact 2017-11-17