SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 11/14/2017 | 3. Issuer Name and Ticker or Trading Symbol SendGrid, Inc. [ SEND ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 967,784 | I | By: Foundry Group Select Fund, L.P.(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Preferred Stock | (2) | (2) | Common Stock | 47,111 | (2) | I | By: Foundry Group Select Fund, L.P.(1) |
Series A-1 Preferred Stock | (2) | (2) | Common Stock | 16,333 | (2) | I | By: Foundry Group Select Fund, L.P.(1) |
Series A-1 Preferred Stock | (2) | (2) | Common Stock | 5,245,172 | (2) | I | By: Foundry Venture Capital 2007, L.P.(3) |
Series B Preferred Stock | (2) | (2) | Common Stock | 1,735,537 | (2) | I | By: Foundry Venture Capital 2007, L.P.(3) |
Series C Preferred Stock | (2) | (2) | Common Stock | 1,306,620 | (2) | I | By: Foundry Group Select Fund, L.P.(1) |
Series D Preferred Stock | (2) | (2) | Common Stock | 490,503 | (2) | I | By: Foundry Group Select Fund, L.P.(1) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. 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. |
2. Each share of Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock is convertible at any time at the option of the holder into the number of fully paid, nonassessable shares of the Issuer's Common Stock determined by the applicable conversion rate, has no expiration date and will convert into shares of Common Stock upon the closing of the Issuer's initial public offering. |
3. 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. |
Remarks: |
/s/ Brad Feld, Managing Director of Foundry Venture 2007, LLC | 11/14/2017 | |
/s/ Brad Feld, Managing Director of Foundry Select Fund GP, LLC | 11/14/2017 | |
/s/ Brad Feld, Managing Director of Foundry Select Fund GP, LLC, the General Partner of Foundry Group Select Fund, L.P. | 11/14/2017 | |
/s/ Brad Feld, Managing Director of Foundry Venture 2007, LLC, the General Partner of Foundry Venture Capital 2007, L.P. | 11/14/2017 | |
/s/ Brad Feld | 11/14/2017 | |
/s/ Seth Levine | 11/14/2017 | |
/s/ Ryan McIntyre | 11/14/2017 | |
/s/ Jason Mendelson | 11/14/2017 | |
** 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 5 (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. |