SEC Form 4 · accession 0001209191-19-006480
SendGrid, Inc. · SEND
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Warren J Adelman
Director
Period of report
Feb 1, 2019
Accepted (ET)
Feb 1, 2019 · 4:54 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 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F3 | $1.50 | Feb 1, 2019 | D | 101,880 | D | May 30, 2014 | Apr 29, 2024 | Common Stock | 101,880 | 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.
- 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.
- F3At the effective time of the Merger, the vesting of all unvested shares subject to the grant fully accelerated. The option was cancelled and converted into a right to receive 47,946 shares of Twilio Class A Common Stock.