SEC Form 4 · accession 0001209191-19-006460

SendGrid, Inc. · SEND

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

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, the 105,716 restricted stock units (each an "RSU") held by the Reporting Person, whether vested or issuable, were assumed by Twilio and converted automatically into a restricted stock unit with respect to a number of shares of Twilio Class A Common Stock equal to the product of (a) the RSUs and (b) 0.485 of a share of Twilio Class A Common Stock (rounded down to the nearest whole share) on the same terms and conditions (including with respect to vesting and exercisability) as were applicable to the RSU prior to the consummation of the Merger. Of these RSUs (i) 7,018 shares (or 3,403 shares after the Merger) will vest on March 31, 2019 and (ii) 98,698 shares (or 47,869 shares after the Merger) will vest and the shares will be delivered to the Reporting Person in a series of quarterly installments commencing on April 1, 2019 until fully vested on October 1, 2022, in each case, subject to the continued service through the applicable vesting date.