Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-19-002324
Date:2019-02-01
Issuer: SENDGRID, INC. (SEND)
Original Submission Date:

Reporting Person:

AGARWAL AJAY
C/O BAIN CAPITAL VENTURE INVESTORS, LLC
200 CLARENDON STREET BOSTON, MA 02116

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2019-02-01 D 5,651 d $0.00 0 direct
COMMON STOCK 2019-02-01 J 2,464,811 d $0.00 0 indirect f4
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 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.
f2 at the effective time of the merger, the 5,651 restricted stock units (each an "rsu") held by the reporting person were cancelled and converted into a right to receive 2,740 fully-vested shares of twilio class a common stock.
f3 immediately prior to the effective time of the merger, bain capital venture fund 2014, l.p. ("fund 2014"), bcip venture associates ("bcip") and bcip venture associates-b (bcip-b and, together with fund 2014 and bcip, the "bain entities"), owned 2,222,938, 229,470 and 12,403 shares, respectively, of the issuer's common stock.
f4 the governance, investment strategy and decision-making process with respect to the investments held by the bain capital entities directed by the executive committee of bain capital venture investors llc ("bcvi"). the executive committee of bcvi consists of enrique salem and ajay agarwal. as a result, bcvi and messrs. salem and agarwal may be deemed to share voting and dispositive power with respect to the securities held by the bain capital entities. each of bcvi and messrs. salem and agarwal disclaim beneficial ownership of such securities except to the extent of its or his pecuniary interest therein.
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