Sec Form 4 Filing - Tognetti Michael @ SendGrid, Inc. - 2019-02-01

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 Tognetti Michael 2. Issuer Name and Ticker or Trading Symbol SendGrid, Inc. [ SEND] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, General Counsel and Sec. (Last) (First) (Middle) C/O SENDGRID, INC., 1801 CALIFORNIA STREET, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 02/01/2019 (Street) DENVER, CO80202 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 02/01/2019 D 197,985 D $ 0 ( 1 ) 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 Employee Stock Option (Right to Buy) $ 2.18 02/01/2019 D 1,782 ( 2 ) 05/26/2025 Common Stock 1,782 $ 0 0 D Employee Stock Option (Right to Buy) $ 2.79 02/01/2019 D 28,334 ( 3 ) 04/13/2026 Common Stock 28,334 $ 0 0 D Employee Stock Option (Right to Buy) $ 12 02/01/2019 D 40,000 ( 4 ) 07/25/2027 Common Stock 40,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tognetti Michael C/O SENDGRID, INC. 1801 CALIFORNIA STREET, SUITE 500 DENVER, CO80202 SVP, General Counsel and Sec. Signatures /s/ Matthew P. Dubofsky, Attorney-in-Fact 02/01/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to the Agreement and Plan of Merger and Reorganization dated as of October 15, 2018, as amended on December 13, 2018 (the "Merger Agreement", and the transactions contemplated therein, the "Merger"), by and among the Issuer, Twilio Inc. ("Twilio") and Topaz Merger Subsidiary, Inc., whereby each share of Issuer common stock was canceled in exchange for 0.485 of a share of Twilio Class A Common Stock, with fractional shares being paid in cash. ( 2 )The option was assumed by Twilio in the Merger and replaced with an option to purchase 864 shares of Twilio Class A Common Stock with an exercise price of $4.49 per share. Following the effective time of the Merger, the 864 unvested shares will vest in equal monthly installments until fully vested on April 1, 2019. ( 3 )The option was assumed by Twilio in the Merger and replaced with an option to purchase 13,742 shares of Twilio Class A Common Stock with an exercise price of $5.75 per share. Following the effective time of the Merger, the 12,879 unvested shares will vest in equal monthly installments until fully vested on April 14, 2020. ( 4 )At the effective time of the Merger, the vesting of 25% of all unvested shares subject to the grant accelerated, with the remaining shares exercisable in nine equal monthly installments commencing on the one-month anniversary of April 1, 2020. The option was assumed by Twilio in the Merger and replaced with an option to purchase 19,399 shares of Twilio Class A Common Stock with an exercise price of $24.74 per share.

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

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