FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SendGrid, Inc. [ SEND ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/01/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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) | $2.46 | 02/01/2019 | D | 304,124 | (1) | 12/07/2025 | Common Stock | 304,124 | $0.00 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $12 | 02/01/2019 | D | 50,000 | (2) | 07/25/2027 | Common Stock | 50,000 | $0.00 | 0 | D |
Explanation of Responses: |
1. Pursuant to the Agreement and Plan of Merger and Reorganization dated as of October 15, 2018, as amended on December 13, 2018 (and the transactions contemplated therein, the "Merger"), by and among the Issuer, Twilio Inc. ("Twilio") and Topaz Merger Subsidiary, Inc., the option was assumed by Twilio and replaced with an option to purchase 0.485 of a share of Twilio Class A Common Stock (rounded down to the nearest whole share), or 147,500 shares of Twilio Class A Common Stock with an exercise price of $5.07 per share. Following the effective time of the Merger, the 39,976 unvested shares will vest in equal monthly installments until fully vested on October 19, 2020. |
2. 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 fifteen equal monthly installments commencing on the one-month anniversary of October 1, 2019. The option was assumed by Twilio in the Merger and replaced with an option to purchase 24,249 shares of Twilio Class A Common Stock with an exercise price of $24.74 per share. |
Remarks: |
/s/ Matthew P. Dubofsky, Attorney-in-Fact | 02/01/2019 | |
** Signature of Reporting Person | Date | |
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. |