Sec Form 4 Filing - Highway 12 Capital Partners II, LLC @ SendGrid, Inc. - 2018-04-10

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 Highway 12 Capital Partners II, LLC 2. Issuer Name and Ticker or Trading Symbol SendGrid, Inc. [ 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 PHIL REED, 9194 WEST BEACHSIDE LANE 3. Date of Earliest Transaction (MM/DD/YY) 04/10/2018 (Street) BOISE, ID83714 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 04/10/2018 S( 1 ) 960,788 D $ 22.86 1,441,182 I By: Highway 12 Venture Fund II, L.P. ( 2 ) Common Stock 04/10/2018 S( 1 ) 845,270 D $ 22.86 1,267,904 I By: Highway 12 Venture Fund II-B, L.P ( 3 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Highway 12 Capital Partners II, LLC C/O PHIL REED 9194 WEST BEACHSIDE LANE BOISE, ID83714 X HIGHWAY 12 VENTURE FUND II LP C/O PHIL REED 9194 WEST BEACHSIDE LANE BOISE, ID83714 X Highway 12 Venture Fund II-B, L.P. C/O PHIL REED 9194 WEST BEACHSIDE LANE BOISE, ID83714 X Highway 12 Ventures II, Inc. C/O PHIL REED 9194 WEST BEACHSIDE LANE BOISE, ID83714 X Solon Mark C/O HIGHWAY 12 VENTURES 9194 WEST BEACHSIDE LANE BOISE, ID83714 X

Signatures /s/ Matthew P. Dubofsky, Attorney-in-Fact 04/11/2018 Signature of Reporting Person Date /s/ Matthew P. Dubofsky, Attorney-in-Fact 04/11/2018 Signature of Reporting Person Date /s/ Matthew P. Dubofsky, Attorney-in-Fact 04/11/2018 Signature of Reporting Person Date /s/ Matthew P. Dubofsky, Attorney-in-Fact 04/11/2018 Signature of Reporting Person Date /s/ Matthew P. Dubofsky, Attorney-in-Fact 04/11/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Persons sold shares to the underwriters in connection with the closing of the Issuer's follow-on public offering. The reported sale price reflects the price at which the Reporting Persons sold shares to the underwriters, which is net of underwriting commissions. ( 2 )The shares are held by Highway 12 Venture Fund II, L.P. ("Fund II"). The general partner of Fund II is Highway 12 Capital Partners II, LLC ("Partners II"). Highway 12 Ventures II, Inc. ("Ventures II") is the manager of Partners II. Mark Solon, a former member of the Issuer's board of directors, is the managing partner of Ventures II and a managing partner of Techstars Ventures. ( 3 )The shares are held by Highway 12 Venture Fund II-B, L.P. ("Fund II-B") The general partner of Fund II-B is Partners II. Ventures II is the manager of Partners II. Mark Solon, a former member of the Issuer's board of directors, is the managing partner of Ventures II and a managing partner of Techstars Ventures.

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 4(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).

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