Sec Form 4 Filing - Bessemer Venture Partners VIII L.P. @ SendGrid, Inc. - 2017-11-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Bessemer Venture Partners VIII L.P. 2. Issuer Name and Ticker or Trading Symbol SendGrid, Inc. [ NYSE:SEND] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS, 1865 PALMER AVENUE, SUITE 104 3. Date of Earliest Transaction (MM/DD/YY) 11/17/2017 (Street) LARCHMONT, NY10538 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/17/2017 C 6,515,215 ( 1 ) A 7,311,635 ( 3 ) I See footnotes ( 3 ) ( 4 ) Common Stock 11/17/2017 P 625,000 ( 5 ) A $ 16 7,936,635 ( 5 ) I See footnotes ( 4 ) ( 5 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Preferred Stock ( 2 ) 11/17/2017 C 47,111 ( 6 ) ( 2 ) ( 2 ) Common Stock 47,111 ( 2 ) ( 6 ) $ 0 0 I See footnotes ( 4 ) ( 6 ) Series A-1 Preferred Stock ( 2 ) 11/17/2017 C 16,333 ( 7 ) ( 2 ) ( 2 ) Common Stock 16,333 ( 2 ) ( 7 ) $ 0 0 I See footnotes ( 4 ) ( 7 ) Series B Preferred Stock ( 2 ) 11/17/2017 C 4,772,724 ( 8 ) ( 2 ) ( 2 ) Common Stock 4,772,724 ( 2 ) ( 8 ) $ 0 0 I See footnotes ( 4 ) ( 8 ) Series C Preferred Stock ( 2 ) 11/17/2017 C 1,306,620 ( 9 ) ( 2 ) ( 2 ) Common Stock 1,306,620 ( 2 ) ( 9 ) $ 0 0 I See footnotes ( 4 ) ( 9 ) Series D Preferred Stock ( 2 ) 11/17/2017 C 372,427 ( 10 ) ( 2 ) ( 2 ) Common Stock 372,427 ( 2 ) ( 10 ) $ 0 0 I See footnotes ( 4 ) ( 10 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bessemer Venture Partners VIII L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X Bessemer Venture Partners VIII Institutional L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X Deer VIII & Co. L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X Deer VIII & Co. Ltd. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X Signatures /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. 11/17/2017 Signature of Reporting Person Date /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. 11/17/2017 Signature of Reporting Person Date /s/Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P 11/17/2017 Signature of Reporting Person Date /s/Scott Ring, General Counsel, Deer VIII & Co. Ltd 11/17/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the total shares received by Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst") and Bessemer Venture Partners VIII L.P. ("BVP VIII", together with BVP VIII Inst referred to collectively, the "Funds") upon conversion of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock (collectively the "Preferred Stock") upon closing of the Issuer's initial public offering. ( 2 )The Preferred Stock converted into Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Preferred Stock had no expiration date. ( 3 )Following the reported transaction, BVP VIII Inst and BVP VIII owned 3,992,151 and 3,319,484 shares of Common Stock, respectively. ( 4 )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. ( 5 )On November 17, 2017, BVP VIII Inst and BVP VIII purchased 341,250 shares and 283,750 shares, respectively, in the Issuer's initial public offering. Following the reported transaction, BVP VIII Inst and BVP VIII own 4,333,401 and 3,603,234 sha res, respectively, of Common Stock. ( 6 )Prior to the closing, BVP VIII Inst and BVP VIII owned 25,722 shares and 21,389 shares, respectively, of the Series A Preferred Stock. ( 7 )Prior to the closing, BVP VIII Inst and BVP VIII owned 8,918 shares and 7,415 shares, respectively, of the Series A-1 Preferred Stock. ( 8 )Prior to the closing, BVP VIII Inst and BVP VIII owned 2,605,907 shares and 2,166,817 shares, respectively, of the Series B Preferred Stock. ( 9 )Prior to the closing, BVP VIII Inst and BVP VIII owned 713,414 shares and 593,206 shares, respectively, of the Series C Preferred Stock. ( 10 )Prior to the closing, BVP VIII Inst and BVP VIII owned 203,345 shares and 169,082 shares, respectively, of the Series D Preferred Stock.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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