Sec Form 4 Filing - Deeter Byron B @ 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 Deeter Byron B 2. Issuer Name and Ticker or Trading Symbol SendGrid, Inc. [ SEND] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 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) 02/01/2019 (Street) LARCHMONT, NY10538 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 44,019 D $ 0 ( 1 ) ( 2 ) ( 3 ) 0 D Common Stock 02/01/2019 D 6,349,308 D $ 0 ( 1 ) ( 4 ) 0 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 Amoun t or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Deeter Byron B C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X Signatures /s/ Matthew P. Dubofsky, Attorney-in-Fact 02/05/2019 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 18, 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 )Includes 5,651 restricted stock units (each, an "RSU") held by the Reporting Person that at the effective time of the Merger were cancelled and converted into a right to receive 2,740 fully-vested shares of Twilio Class A Common Stock. Also includes 38,368 shares of Issuer common stock previously received by the Reporting Person from the BVP VIII Funds (as defined below) pursuant to one or more pro-rata distributions made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. ( 3 )The Reporting Person has agreed to assign to Deer Management Co. LLC the right to any shares issuable pursuant to RSU shares or any proceeds from the sale thereof. ( 4 )Represents 3,466,721 and 2,882,587 shares disposed of by Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst") and Bessemer Venture Partners VIII L.P. ("BVP VIII" and together with BVP VIII Inst, the "BVP VIII Funds"), respectively, pursuant to the Merger Agreement. At the effective time of the Merger, such shares converted into a right to receive 1,681,359 and 1,398,054 shares of Class A Common Stock of Twilio, respectively. ( 5 )Deer VIII & Co. Ltd. ("Deer VIII Ltd.") is the general partner of Deer VIII & Co. L.P. ("Deer VIII L.P."), which is the general partner of the BVP VIII Funds. Mr. Deeter is a director of Deer VIII Ltd. Mr. Deeter disclaims beneficial ownership of the securities held by the BVP VIII Funds, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer VIII Ltd, his interest in Deer VIII L.P., and his indirect limited partnership interest in the BVP VIII Funds.

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

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