Deeter Byron B Form 3 SendGrid / Byron B Deeter ownership change

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^*

Deeter Byron B

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(City)

(State)

(Zip)

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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	0⁽¹⁾	I	See Footnote⁽¹⁾⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	0⁽⁴⁾	⁽³⁾	I	See Footnote⁽²⁾⁽⁴⁾
Series A-1 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	0⁽⁵⁾	⁽³⁾	I	See Footnote⁽²⁾⁽⁵⁾
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	0⁽⁶⁾	⁽³⁾	I	See Footnote⁽²⁾⁽⁶⁾
Series C Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	0⁽⁷⁾	⁽³⁾	I	See Footnote⁽²⁾⁽⁷⁾
Series D Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	0⁽⁸⁾	⁽³⁾	I	See Footnote⁽²⁾⁽⁸⁾

Explanation of Responses:

1. As of the date hereof, Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst") and Bessemer Venture Partners VIII L.P. ("BVP VIII" and together with BVP VIII Inst, the "Funds") own 434,845 shares and 361,575 shares, respectively, of Common Stock.

2. 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.

3. 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 fully paid, nonassessable shares of the Issuer's Common Stock on a 1:1 basis, has no expiration date and will convert into shares of Common Stock upon the closing of the Issuer's initial public offering.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Matthew P. Dubofsky, Attorney-in-Fact	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.

Deeter Byron B Form 3SendGrid / Byron B Deeter ownership change