X0306 4 2018-05-29 0 0001477425 SendGrid, Inc. SEND 0001721790 Dholakia Sameer C/O SENDGRID, INC. 1801 CALIFORNIA STREET, SUITE 500 DENVER CO 80202 1 1 0 0 President and CEO Common Stock 2018-05-29 4 F 0 6198 26.41 D 344754 D Represents shares of Common Stock withheld by the Issuer in satisfaction of its tax withholding obligation with respect to the vesting and settlement of 12,863 previously reported restricted stock units ("RSUs") granted to the Reporting Person. This filing relates to the vesting and settlement of previously reported RSUs held by the Reporting Person pursuant to a grant under one of the Issuer's equity incentive plans, which plan is described in the Issuer's Registration Statement on Form S-1 (333-224121) declared effective by the Securities and Exchange Commission on April 5, 2018. None of the shares of Common Stock received upon settlement of the RSUs were sold by the Reporting Person and all of such shares are subject to a lock-up agreement between the Reporting Person and certain underwriters. Includes 51,455 RSUs previously reported as holdings of the Reporting Person. The RSUs will vest, and the shares will be delivered to the Reporting Person in a series of four equal monthly installments commencing on June 29, 2018 until fully vested on September 29, 2018, provided in each case that the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Issuer's 2012 Equity Incentive Plan. /s/ Matthew P. Dubofsky, Attorney-in-Fact 2018-05-31