X0206 3 2017-11-14 0 0001477425 SendGrid, Inc. SEND 0001508900 Bessemer Venture Partners VIII L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE 104 LARCHMONT NY 10538 0 0 1 0 0001508902 Bessemer Venture Partners VIII Institutional L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE.SUITE 104 LARCHMONT NY 10538 0 0 1 0 0001559306 Deer VIII & Co. L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE 104 LARCHMONT NY 10538 0 0 1 0 0001559311 Deer VIII & Co. Ltd. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE 104 LARCHMONT NY 10538 0 0 1 0 Common Stock 796420 I See footnotes Series A Preferred Stock Common Stock 47111 I See footnotes Series A-1 Preferred Stock Common Stock 16333 I See footnotes Series B Preferred Stock Common Stock 4772724 I See footnotes Series C Preferred Stock Common Stock 1306620 I See footnotes Series D Preferred Stock Common Stock 372427 I See footnotes As of the date hereof, Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst") and Bessemer Venture Partners VIII, L.P. ("BVP VIII", together with BVP VIII Inst refered to collectively, the "Funds") own 434,845 shares and 361,575 shares, respectively, of Common Stock. Deer VIII & Co. Ltd. ("Deer Ltd.") is the general partner of Deer VIII & Co. L.P. ("Deer L.P."), which is the general partner of BVP VIII Inst and BVP VIII. Deer Ltd. and Deer L.P. disclaim beneficial ownership of the securities held by the Funds, and this report shall not be deemed an admission that Deer Ltd. and Deer L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Funds. The Series A Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series A Preferred Stock will be converted into shares of Common Stock of the Issuer. As of the date hereof, BVP VIII Inst and BVP VIII own 25,722 shares and 21,389 shares, respectively, of Common Stock issuable upon conversion of the Series A Preferred Stock. The Series A-1 Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series A-1 Preferred Stock will be converted into shares of Common Stock of the Issuer. As of the date hereof, BVP VIII Inst and BVP VIII own 8,918 shares and 7,415 shares, respectively, of Common Stock issuable upon conversion of the Series A-1 Preferred Stock. The Series B Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series B Preferred Stock will be converted into shares of Common Stock of the Issuer. As of the date hereof, BVP VIII Inst and BVP VIII own 2,605,907 shares and 2,166,817 shares, respectively, of Common Stock issuable upon conversion of the Series B Preferred Stock. The Series C Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series C Preferred Stock will be converted into shares of Common Stock of the Issuer. As of the date hereof, BVP VIII Inst and BVP VIII own 713,414 shares and 593,206 shares, respectively, of Common Stock issuable upon conversion of the Series C Preferred Stock. The Series D Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series D Preferred Stock will be converted into shares of Common Stock of the Issuer. As of the date hereof, BVP VIII Inst and BVP VIII own 203,345 shares and 169,082 shares, respectively, of Common Stock issuable upon conversion of the Series D Preferred Stock. /s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P., the General Partner of Bessemer Venture Partners VIII L.P. 2017-11-14 /s/Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P., the General Partner of Bessemer Venture Partners VIII Institutional L.P. 2017-11-14 /s/Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P 2017-11-14 /s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd 2017-11-14