SEC Form 4 · accession 0000899243-17-026850
SendGrid, Inc. · SEND
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Bessemer Venture Partners VIII L.P.
10% Owner
Deer VIII & Co. L.P.
10% Owner
Deer VIII & Co. Ltd.
10% Owner
Period of report
Nov 17, 2017
Accepted (ET)
Nov 17, 2017 · 5:50 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001477425
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | Nov 17, 2017 | C | 6,515,215 | — | A | 7,311,635 | I | See footnotes |
| Common StockF5,F4 | Nov 17, 2017 | P | 625,000 | $16.00 | A | 7,936,635 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF6,F4,F2 | — | Nov 17, 2017 | C | 47,111 | D | — | — | Common Stock | 47,111 | 0 | I |
| Series A-1 Preferred StockF7,F4,F2 | — | Nov 17, 2017 | C | 16,333 | D | — | — | Common Stock | 16,333 | 0 | I |
| Series B Preferred StockF8,F4,F2 | — | Nov 17, 2017 | C | 4,772,724 | D | — | — | Common Stock | 4,772,724 | 0 | I |
| Series C Preferred StockF9,F4,F2 | — | Nov 17, 2017 | C | 1,306,620 | D | — | — | Common Stock | 1,306,620 | 0 | I |
| Series D Preferred StockF10,F4,F2 | — | Nov 17, 2017 | C | 372,427 | D | — | — | Common Stock | 372,427 | 0 | I |
Explanation of responses
- F1Represents the total shares received by Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst") and Bessemer Venture Partners VIII L.P. ("BVP VIII", together with BVP VIII Inst referred to collectively, the "Funds") upon conversion of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock (collectively the "Preferred Stock") upon closing of the Issuer's initial public offering.
- F10Prior to the closing, BVP VIII Inst and BVP VIII owned 203,345 shares and 169,082 shares, respectively, of the Series D Preferred Stock.
- F2The Preferred Stock converted into Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Preferred Stock had no expiration date.
- F3Following the reported transaction, BVP VIII Inst and BVP VIII owned 3,992,151 and 3,319,484 shares of Common Stock, respectively.
- F4Deer VIII & Co. Ltd. ("Deer Ltd.") is the general partner of Deer VIII & Co. L.P. ("Deer L.P."), which is the general partner of BVP VIII Inst and BVP VIII. Deer Ltd. and Deer L.P. disclaim beneficial ownership of the securities held by the Funds, and this report shall not be deemed an admission that Deer Ltd. and Deer L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Funds.
- F5On November 17, 2017, BVP VIII Inst and BVP VIII purchased 341,250 shares and 283,750 shares, respectively, in the Issuer's initial public offering. Following the reported transaction, BVP VIII Inst and BVP VIII own 4,333,401 and 3,603,234 shares, respectively, of Common Stock.
- F6Prior to the closing, BVP VIII Inst and BVP VIII owned 25,722 shares and 21,389 shares, respectively, of the Series A Preferred Stock.
- F7Prior to the closing, BVP VIII Inst and BVP VIII owned 8,918 shares and 7,415 shares, respectively, of the Series A-1 Preferred Stock.
- F8Prior to the closing, BVP VIII Inst and BVP VIII owned 2,605,907 shares and 2,166,817 shares, respectively, of the Series B Preferred Stock.
- F9Prior to the closing, BVP VIII Inst and BVP VIII owned 713,414 shares and 593,206 shares, respectively, of the Series C Preferred Stock.