Sec Form 4 Filing - Foundry Venture 2007, LLC @ SendGrid, Inc. - 2018-07-09

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Foundry Venture 2007, 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)
1050 WALNUT STREET, SUITE 210
3. Date of Earliest Transaction (MM/DD/YY)
07/09/2018
(Street)
BOULDER, CO80302
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 07/09/2018 J( 1 ) 718,257 D $ 0 1,251,589 I By: Foundry Group Select Fund, L.P. ( 2 )
Common Stock 07/09/2018 J( 3 ) 1,781,743 D $ 0 3,104,753 I By: Foundry Venture Capital 2007, L.P. ( 4 )
Common Stock 07/09/2018 J( 5 ) 399,111 A $ 0 399,111 D
Common Stock 07/09/2018 J( 6 ) 399,111 D $ 0 0 D
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
Foundry Venture 2007, LLC
1050 WALNUT STREET
SUITE 210
BOULDER, CO80302
X
Foundry Group Select Fund, L.P.
1050 WALNUT STREET
SUITE 210
BOULDER, CO80302
X
Foundry Select Fund GP, LLC
1050 WALNUT STREET
SUITE 210
BOULDER, CO80302
X
Foundry Venture Capital 2007, L.P.
1050 WALNUT STREET, SUITE 210
SUITE 210
BOULDER, CO80302
X
FELD BRADLEY A
1050 WALNUT STREET, SUITE 210
BOULDER, CO80302
X
Levine Seth
1050 WALNUT STREET, SUITE 210
BOULDER, CO80302
X
MCINTYRE RYAN A
1050 WALNUT STREET, SUITE 210
BOULDER, CO80302
X
MENDELSON JASON A
1050 WALNUT STREET, SUITE 210
BOULDER, CO80302
X
Signatures
/s/ Brad Feld, Managing Director of Foundry Venture 2007, LLC 07/11/2018
Signature of Reporting Person Date
/s/ Brad Feld, Managing Director of Foundry Select Fund GP, LLC, the General Partner of Foundry Group Select Fund, L.P. 07/11/2018
Signature of Reporting Person Date
/s/ Brad Feld, Managing Director of Foundry Select Fund GP, LLC 07/11/2018
Signature of Reporting Person Date
/s/ Brad Feld, Managing Director of Foundry Venture 2007, LLC, the General Partner of Foundry Venture Capital 2007, L.P. 07/11/2018
Signature of Reporting Person Date
/s/ Brad Feld 07/11/2018
Signature of Reporting Person Date
/s/ Seth Levine 07/11/2018
Signature of Reporting Person Date
/s/ Ryan McIntyre 07/11/2018
Signature of Reporting Person Date
/s/ Jason Mendelson 07/11/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundry Group Select Fund, L.P. effected following the close of the trading market on July 9, 2018 without consideration to its limited partners and its general partner, Foundry Select Fund GP, LLC.
( 2 )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.
( 3 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundry Venture Capital 2007, L.P. effected following the close of the trading market on July 9, 2018 without consideration to its limited partners and its general partner, Foundry Venture 2007, LLC.
( 4 )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.
( 5 )Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by Foundry Venture Capital 2007, L.P. described in footnote 3 above. 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 Mr. Feld, Mr. Levine, Mr. McIntyre and Mr. Mendelson disclaims beneficial ownership of the shares except to the extent of his respective pecuniary interest therein.
( 6 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundry Venture 2007, LLC effected following the close of the trading market on July 9, 2018 without consideration to its members. 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 Mr. Feld, Mr. Levine, Mr. McIntyre and Mr. Mendelson disclaims beneficial ownership of the shares except to the extent of his respective pecuniary interest therein.

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).

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.