SEC Form 4 · accession 0000899243-19-002324
SendGrid, Inc. · SEND
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ajay Agarwal
Director
Period of report
Feb 1, 2019
Accepted (ET)
Feb 1, 2019 · 4:39 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 | Feb 1, 2019 | D | 5,651 | $0.00 | D | 0 | D | |
| Common StockF1,F3,F4 | Feb 1, 2019 | J | 2,464,811 | $0.00 | D | 0 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Disposed 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.
- F2At 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.
- F3Immediately 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.
- F4The 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.