Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
SeNDGRID, Inc.
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)
816883102
(CUSIP Number)
december 31, 2018
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☐
Rule 13d-1(c)
☒
Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 816883102 | Page 2 of 9 Pages |
| 1. |
Name of Reporting Persons
Highway 12 Venture Fund II, L.P.
| ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1) | ||
| 3. | SEC USE ONLY | ||
| 4. |
Citizenship or Place of Organization
Delaware | ||
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
0 | |
| 6. |
Shared Voting Power
0 | ||
| 7. |
Sole Dispositive Power
0 | ||
| 8. |
Shared Dispositive Power
0 | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | ||
| 11. |
Percent of Class Represented by Amount in Row (9)
0% | ||
| 12. |
Type of Reporting Person (See Instructions)
PN | ||
(1) This Schedule 13G is filed by Highway 12 Venture Fund II, L.P. (“Fund II”), Highway 12 Venture Fund II-B, L.P. (“Fund II-B”), Highway 12 Capital Partners II, LLC (“Partners II”), Highway 12 Ventures II, Inc. (“Ventures II”) and Mark Solon (collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
| CUSIP No. 816883102 | Page 3 of 9 Pages |
| 1. |
Name of Reporting Persons
Highway 12 Venture Fund II-B, L.P.
| ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1) | ||
| 3. | SEC USE ONLY | ||
| 4. |
Citizenship or Place of Organization
Delaware | ||
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
0 | |
| 6. |
Shared Voting Power
0 | ||
| 7. |
Sole Dispositive Power
0 | ||
| 8. |
Shared Dispositive Power
0 | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | ||
| 11. |
Percent of Class Represented by Amount in Row (9)
0% | ||
| 12. |
Type of Reporting Person (See Instructions)
PN | ||
(1) The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
| CUSIP No. 816883102 | Page 4 of 9 Pages |
| 1. |
Name of Reporting Persons
Highway 12 Capital Partners II, LLC
| ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1) | ||
| 3. | SEC USE ONLY | ||
| 4. |
Citizenship or Place of Organization
Delaware | ||
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
0 | |
| 6. |
Shared Voting Power
0 | ||
| 7. |
Sole Dispositive Power
0 | ||
| 8. |
Shared Dispositive Power
0 | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | ||
| 11. |
Percent of Class Represented by Amount in Row (9)
0% | ||
| 12. |
Type of Reporting Person (See Instructions)
OO | ||
(1) The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
| CUSIP No. 816883102 | Page 5 of 9 Pages |
| 1. |
Name of Reporting Persons
Highway 12 Ventures II, Inc.
| ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1) | ||
| 3. | SEC USE ONLY | ||
| 4. |
Citizenship or Place of Organization
Idaho | ||
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
0 | |
| 6. |
Shared Voting Power
0 | ||
| 7. |
Sole Dispositive Power
0 | ||
| 8. |
Shared Dispositive Power
0 | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | ||
| 11. |
Percent of Class Represented by Amount in Row (9)
0% | ||
| 12. |
Type of Reporting Person (See Instructions)
OO | ||
(1) The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
| CUSIP No. 816883102 | Page 6 of 9 Pages |
| 1. |
Name of Reporting Persons
Mark Solon
| ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1) | ||
| 3. | SEC USE ONLY | ||
| 4. |
Citizenship or Place of Organization
United States of America | ||
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
0 | |
| 6. |
Shared Voting Power
0 | ||
| 7. |
Sole Dispositive Power
0 | ||
| 8. |
Shared Dispositive Power
0 | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | ||
| 11. |
Percent of Class Represented by Amount in Row (9)
0% | ||
| 12. |
Type of Reporting Person (See Instructions)
IN | ||
(1) The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
| CUSIP No. 816883102 | Page 7 of 9 Pages |
| Item 1(a) | Name of Issuer |
SendGrid, Inc.
| Item 1(b) | Address of Issuer's Principal Executive Offices |
1801 California Street
Suite 500
Denver, CO 80202
| Item 2(a) | Name of Person Filing |
Highway 12 Venture Fund II, L.P.
Highway 12 Venture Fund II-B, L.P.
Highway 12 Capital Partners II, LLC
Highway 12 Ventures II, Inc.
Mark Solon
| Item 2(b) | Address of Principal Business Office or, if none, Residence |
Hoff Building
802 West Bannock, 7th Floor
Boise, ID 83702
| Item 2(c) | Citizenship |
Entities:
Highway 12 Venture Fund II, L.P. - Delaware
Highway 12 Venture Fund II-B, L.P. - Delaware
Highway 12 Capital Partners II, LLC - Delaware
Highway 12 Ventures II, Inc. - Idaho
Individual:
Mark Solon - United States of America
Item 2(d)
Title of Class of Securities
Common Stock, $0.001 par value
| Item 2(e) | CUSIP Number |
816883102
Item 3
Not applicable.
| Item 4 | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1
(a) Amount beneficially owned: See Row 9 of cover page for each Reporting Person
(b) Percent of class: See Row 11 of cover page for each Reporting Person
| CUSIP No. 816883102 | Page 8 of 9 Pages |
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person.
(ii) Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person.
Item 5
Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☒
Item 6
Ownership of More than Five Percent of Another Person
Not applicable.
Item 7
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8
Identification and Classification of Members of the Group
Not applicable.
Item 9
Notice of Dissolution of Group
Not applicable.
| Item 10 | Certification |
Not applicable.
| CUSIP No. 816883102 | Page 9 of 9 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| HIGHWAY 12 VENTURE FUND II, L.P. | ||
| By: | Highway 12 Capital Partners II, LLC | |
| Its: | General Partner | |
| By: | Highway 12 Ventures II, Inc. | |
| Its: | Manager | |
| By: | /s/ Mark Solon | |
| Mark Solon | ||
| Managing Partner | ||
| HIGHWAY 12 VENTURE FUND II-B, L.P. | ||
| By: | Highway 12 Capital Partners II, LLC | |
| Its: | General Partner | |
| By: | Highway 12 Ventures II, Inc. | |
| Its: | Manager | |
| By: | /s/ Mark Solon | |
| Mark Solon | ||
| Managing Partner | ||
| HIGHWAY 12 CAPITAL PARTNERS II, LLC | ||
| By: | Highway 12 Ventures II, Inc. | |
| Its: | Manager | |
| By: | /s/ Mark Solon | |
| Mark Solon | ||
| Managing Partner | ||
| HIGHWAY 12 VENTURES II, INC. | ||
| By: | /s/ Mark Solon | |
| Mark Solon | ||
| Managing Partner | ||
| /s/ Mark Solon | ||
| Mark Solon | ||