SEC Form 4 · accession 0001209191-19-006470
SendGrid, Inc. · SEND
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Tognetti
Officer — SVP, General Counsel and Sec.
Period of report
Feb 1, 2019
Accepted (ET)
Feb 1, 2019 · 4:50 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 | Feb 1, 2019 | D | 197,985 | $0.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F2 | $2.18 | Feb 1, 2019 | D | 1,782 | D | — | May 26, 2025 | Common Stock | 1,782 | 0 | D |
| Employee Stock Option (Right to Buy)F3 | $2.79 | Feb 1, 2019 | D | 28,334 | D | — | Apr 13, 2026 | Common Stock | 28,334 | 0 | D |
| Employee Stock Option (Right to Buy)F4 | $12.00 | Feb 1, 2019 | D | 40,000 | D | — | Jul 25, 2027 | Common Stock | 40,000 | 0 | D |
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.
- F2The option was assumed by Twilio in the Merger and replaced with an option to purchase 864 shares of Twilio Class A Common Stock with an exercise price of $4.49 per share. Following the effective time of the Merger, the 864 unvested shares will vest in equal monthly installments until fully vested on April 1, 2019.
- F3The option was assumed by Twilio in the Merger and replaced with an option to purchase 13,742 shares of Twilio Class A Common Stock with an exercise price of $5.75 per share. Following the effective time of the Merger, the 12,879 unvested shares will vest in equal monthly installments until fully vested on April 14, 2020.
- F4At 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 nine equal monthly installments commencing on the one-month anniversary of April 1, 2020. The option was assumed by Twilio in the Merger and replaced with an option to purchase 19,399 shares of Twilio Class A Common Stock with an exercise price of $24.74 per share.