SEND / SendGrid, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

SEND / SendGrid, Inc. / Highway 12 Venture Fund Ii Lp - AMENDMENT TO FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1) Under the Securities Exchange Act of 1934 SeNDGRID, Inc. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE (Title of Class of Securities) 816883102 (CUSIP Number) december 31, 2018 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to

SEND / SendGrid, Inc. / VANGUARD GROUP INC Passive Investment

sendgridinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: SendGrid Inc Title of Class of Securities: Common Stock CUSIP Number: 816883102 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to designat

SEND / SendGrid, Inc. 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-38275 SENDGRID, INC. (Exact name of registrant as specified in its chart

JOINT FILING AGREEMENT

EX-99.A CUSIP No. 816883102 Page 1 3 of 13 Pages Exhibit A JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement. The undersigned ack

SEND / SendGrid, Inc. / Foundry Venture Capital 2007, L.P. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) SENDGRID, INC. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE (Title of Class of Securities) 816883102 (CUSIP Number) DECEMBER 31, 2018 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursu

SEND / SendGrid, Inc. S-8 POS

As filed with the Securities and Exchange Commission on February 1, 2019 Registration No.

SEND / SendGrid, Inc. S-8 POS

As filed with the Securities and Exchange Commission on February 1, 2019 Registration No.

Amended and Restated Bylaws of SendGrid.

Exhibit 3.2 BYLAWS of SENDGRID, INC. (the “Corporation”) 1. Stockholders (a) Annual Meeting. The annual meeting of stockholders shall be held for the election of directors each year at such place, date and time as shall be designated by the Board of Directors of the Corporation (the “Board of Directors”). Any other proper business may be transacted at the annual meeting. If no date for the annual

Twilio Completes Acquisition of SendGrid

Exhibit 99.1 Twilio Completes Acquisition of SendGrid SAN FRANCISCO, Feb. 1, 2019 — Twilio (NYSE:TWLO), the leading cloud communications platform, today announced the successful completion of its previously announced acquisition of SendGrid, Inc., the leading email API platform. This follows approval by the stockholders of both companies at separate meetings on Jan. 30, 2019. This transaction is v

Amended and Restated Certificate of Incorporation of SendGrid.

EX-3.1 2 a19-37242ex3d1.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SENDGRID, INC. FIRST: The name of this corporation is: SendGrid, Inc. SECOND: Its registered office in the State of Delaware is to be located at: c/o The Corporation Trust Company, 1209 Orange Street in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such add

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2019 SendGrid, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38275 27-0654600 (State or other jurisdiction of incorporation) (Commission File Nu

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on February 12, 2019, pursuant to the provisions of Rule 12d2-2 (a).

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2019 SendGrid, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38275 27-0654600 (State or other jurisdiction of incorporation) (Commission File Nu

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2019 SendGrid, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38275 27-0654600 (State or Other Jurisdiction of Incorporation) (Commission File Nu

SEND / SendGrid, Inc. 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2019 SendGrid, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38275 27-0654600 (State or Other Jurisdiction of Incorporation) (Commission File Nu

SEND / SendGrid, Inc. 425 (Prospectus)

Filed by SendGrid, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: SendGrid, Inc. Commission File No.: 001-38275 Below is a letter from SendGrid, Inc. to the stockholders of SendGrid, Inc. regarding the stockholder vote related to the acquisition of SendGrid, Inc. by Twilio Inc., which wa

Material Modification to Rights of Security Holders, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2018 SendGrid, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38275 27-0654600 (State or Other Jurisdiction of Incorporation) (Commission File N

SEND / SendGrid, Inc. DEFM14A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Twilio Announces HSR Clearance for Proposed Transaction of SendGrid

Exhibit 99.1 Twilio Announces HSR Clearance for Proposed Transaction of SendGrid SAN FRANCISCO, Nov 21, 2018 — Twilio (NYSE: TWLO), the leading cloud communications platform, today announced that SendGrid and Twilio received notification of early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) on November 20, 2018 with respect to the propo

TWLO / Twilio Inc. 8-K (Prospectus)

425 1 a18-3716038k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2018 Twilio Inc. (Exact name of registrant as specified in its charter) Delaware 001-37806 26-2574840 (State or other Jurisdiction of Incorpora

SendGrid Announces Third Quarter 2018 Results Revenue of $37.2 million in Q3, Up 31% year over year Net Loss of $2.4 million with Adjusted Net Income of $2.8 million Gross Margin Improvement of 280 basis points to 75.9% Operating Cash Flow of $7.3 mi

Exhibit 99.1 CONFIDENTIAL SendGrid Announces Third Quarter 2018 Results Revenue of $37.2 million in Q3, Up 31% year over year Net Loss of $2.4 million with Adjusted Net Income of $2.8 million Gross Margin Improvement of 280 basis points to 75.9% Operating Cash Flow of $7.3 million and Free Cash Flow of $2.9 million DENVER, Colo., Nov. 6, 2018 — SendGrid, Inc. (NYSE: SEND), a leading digital commun

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2018 SendGrid, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38275 27-0654600 (State or Other Jurisdiction of Incorporation) (Commission File Nu

SEND / SendGrid, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3827

Offer Letter by and between Registrant and Carrie Palin dated September 22, 2018

EX-10.3 2 send-20180930ex1038deb62.htm EX-10.3 Exhibit 10.3 September 22, 2018 Carrie Palin Email address redacted Dear Carrie: SendGrid, Inc. (the “Company”) is very pleased to offer you employment as its Chief Marketing Officer, beginning on October 1, 2018, in our Redwood City, CA office. This letter states the complete terms and conditions of your offer, which is conditioned on satisfactory re

SEND / SendGrid, Inc. / Twilio Inc - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* SendGrid, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 816883102 (CUSIP Number) Twilio Inc. 375 Beale Street, Suite 300 San Francisco, California 94105 Attn: General Counsel (415) 390-2337 with a copy to: G

SEND / SendGrid, Inc. 425 (Prospectus)

Filed by SendGrid, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: SendGrid, Inc. Commission File No.: 001-38275 Below is a transcript of an interview of the Chief Executive Officer of SendGrid, Inc. that took place at Signal Conference on October 17, 2018. C O R P O R A T E P A R T I C I

TWLO / Twilio Inc. 425 (Prospectus)

Filed by Twilio Inc. Pursuant to Rule 425 under the Securities Act of 1933 Commission File No.: 001-37806 Subject Company: SendGrid, Inc. Commission File No.: 001-38275 Date: October 17, 2018 The following is a transcript of the video recording of a keynote discussion between Jeff Lawson and Sameer Dholakia that took place on October 17, 2018 regarding the strategic transaction. The video recordin

TWLO / Twilio Inc. 425 (Prospectus)

Filed by Twilio Inc. Pursuant to Rule 425 under the Securities Act of 1933 Commission File No.: 001-37806 Subject Company: SendGrid, Inc. Commission File No.: 001-38275 Date: October 15, 2018 The following is a transcript of the audio recording of a conference call that took place on October 15, 2018 regarding the strategic transaction. The audio recording was made available on Twilio Inc.’s websi

SEND / SendGrid, Inc. 425 (Prospectus)

Filed by SendGrid, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: SendGrid, Inc. Commission File No.: 001-38275 Below is a transcript of an audio recording of a call that took place on October 15, 2018 in which the Chief Executive Officer of SendGrid, Inc. participated. The audio recordi

Form of Voting Agreement, dated as of October 15, 2018, by and between SendGrid, Inc. and certain holders of Class A Common Stock of Twilio Inc.

EX-10.2 4 a18-367351ex10d2.htm EX-10.2 Exhibit 10.2 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”), dated as of October 15, 2018, is made by and between SendGrid, Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Stockholder”) of shares of Class A common stock, par value $0.001 per share, of Twilio Inc., a Delaware corporation (“Parent”). Capitalized terms u

Twilio to Acquire SendGrid, the Leading Email API Platform Accelerates Twilio’s Mission to Fuel the Future of Communications Brings Together the Two Leading Communication Platforms for Developers The Combination to Create One, Best-in-Class Cloud Com

Exhibit 99.1 Twilio to Acquire SendGrid, the Leading Email API Platform Accelerates Twilio’s Mission to Fuel the Future of Communications Brings Together the Two Leading Communication Platforms for Developers The Combination to Create One, Best-in-Class Cloud Communications Platform for Companies to Communicate with Customers Across Every Channel Twilio & SendGrid Together Serve Millions of Develo

Form of Voting Agreement, dated as of October 15, 2018, by and between Twilio Inc. and a stockholder of SendGrid, Inc. and its affiliated entities.

EX-10.4 6 a18-367351ex10d4.htm EX-10.4 Exhibit 10.4 VOTING AGREEMENT THIS VOTING AGREEMENT (“Agreement”), dated as of October 15, 2018, is made by and between Twilio Inc., a Delaware corporation (“Parent”), and the undersigned holder (the “Stockholder”) of shares of common stock, par value $0.001 per share, of SendGrid, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein an

Agreement and Plan of Merger and Reorganization among Registrant, Twilio Inc. and Topaz Merger Subsidiary, Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among SENDGRID, INC., TWILIO INC. and TOPAZ MERGER SUBSIDIARY, INC. Dated as of October 15, 2018 TABLE OF CONTENTS Page ARTICLE I THE MERGER; CLOSING; SURVIVING COMPANY 2 1.1 The Merger 2 1.2 Closing 2 1.3 Effective Time 2 1.4 The Certificate of Incorporation 2 1.5 The Bylaws 3 1.6 Directors of the Surviving Company 3 1.7 Officers of the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 a18-3673518k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2018 SendGrid, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38275 27-0654600 (State or Other Jurisdiction of Incorpo

Form of Voting Agreement, dated as of October 15, 2018, by and between SendGrid, Inc. and certain holders of Class A Common Stock and Class B Common Stock of Twilio Inc.

Exhibit 10.1 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”), dated as of October 15, 2018, is made by and between SendGrid, Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Stockholder”) of shares of Class A common stock, par value $0.001 per share, of Twilio Inc., a Delaware corporation (“Parent”). Capitalized terms used herein and not defined shall have t

Form of Voting Agreement, dated as of October 15, 2018, by and between Twilio Inc. and certain directors and officers of SendGrid, Inc.

EX-10.3 5 a18-367351ex10d3.htm EX-10.3 Exhibit 10.3 VOTING AGREEMENT THIS VOTING AGREEMENT (“Agreement”), dated as of October 15, 2018, is made by and between Twilio Inc., a Delaware corporation (“Parent”), and the undersigned holder (the “Stockholder”) of shares of common stock, par value $0.001 per share, of SendGrid, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein an

SEND / SendGrid, Inc. 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2018 SendGrid, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38275 27-0654600 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Twilio to Acquire SendGrid, the Leading Email API Platform Accelerates Twilio’s Mission to Fuel the Future of Communications Brings Together the Two Leading Communication Platforms for Developers The Combination to Create One, Best-in-Class Cloud Com

Exhibit 99.1 Twilio to Acquire SendGrid, the Leading Email API Platform Accelerates Twilio’s Mission to Fuel the Future of Communications Brings Together the Two Leading Communication Platforms for Developers The Combination to Create One, Best-in-Class Cloud Communications Platform for Companies to Communicate with Customers Across Every Channel Twilio & SendGrid Together Serve Millions of Develo

Form of Voting Agreement, dated as of October 15, 2018, by and between Twilio Inc. and certain directors and officers of SendGrid, Inc.

EX-10.3 5 a18-367351ex10d3.htm EX-10.3 Exhibit 10.3 VOTING AGREEMENT THIS VOTING AGREEMENT (“Agreement”), dated as of October 15, 2018, is made by and between Twilio Inc., a Delaware corporation (“Parent”), and the undersigned holder (the “Stockholder”) of shares of common stock, par value $0.001 per share, of SendGrid, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein an

Form of Voting Agreement, dated as of October 15, 2018, by and between Twilio Inc. and a stockholder of SendGrid, Inc. and its affiliated entities.

Exhibit 10.4 VOTING AGREEMENT THIS VOTING AGREEMENT (“Agreement”), dated as of October 15, 2018, is made by and between Twilio Inc., a Delaware corporation (“Parent”), and the undersigned holder (the “Stockholder”) of shares of common stock, par value $0.001 per share, of SendGrid, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not defined shall have the meanings a

Form of Voting Agreement, dated as of October 15, 2018, by and between SendGrid, Inc. and certain holders of Class A Common Stock of Twilio Inc.

Exhibit 10.2 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”), dated as of October 15, 2018, is made by and between SendGrid, Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Stockholder”) of shares of Class A common stock, par value $0.001 per share, of Twilio Inc., a Delaware corporation (“Parent”). Capitalized terms used herein and not defined shall have t

Form of Voting Agreement, dated as of October 15, 2018, by and between SendGrid, Inc. and certain holders of Class A Common Stock and Class B Common Stock of Twilio Inc.

Exhibit 10.1 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”), dated as of October 15, 2018, is made by and between SendGrid, Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Stockholder”) of shares of Class A common stock, par value $0.001 per share, of Twilio Inc., a Delaware corporation (“Parent”). Capitalized terms used herein and not defined shall have t

Agreement and Plan of Merger and Reorganization, dated as of October 15, 2018, by and among SendGrid, Inc., Twilio Inc. and Topaz Merger Subsidiary, Inc. *

EX-2.1 2 a18-367351ex2d1.htm EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among SENDGRID, INC., TWILIO INC. and TOPAZ MERGER SUBSIDIARY, INC. Dated as of October 15, 2018 TABLE OF CONTENTS Page ARTICLE I THE MERGER; CLOSING; SURVIVING COMPANY 2 1.1 The Merger 2 1.2 Closing 2 1.3 Effective Time 2 1.4 The Certificate of Incorporation 2 1.5 The Bylaws 3 1.6 Directors of the Surv

TWLO / Twilio Inc. 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2018 Twilio Inc. (Exact name of registrant as specified in its charter) Delaware 001-37806 26-2574840 (State or other Jurisdiction of Incorporation) (Commission File Numbe

Form of Voting Agreement, dated as of October 15, 2018, by and between Twilio Inc. and certain directors and officers of SendGrid, Inc.

EX-10.3 5 a18-367221ex10d3.htm EX-10.3 Exhibit 10.3 VOTING AGREEMENT THIS VOTING AGREEMENT (“Agreement”), dated as of October 15, 2018, is made by and between Twilio Inc., a Delaware corporation (“Parent”), and the undersigned holder (the “Stockholder”) of shares of common stock, par value $0.001 per share, of SendGrid, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein an

Form of Voting Agreement, dated as of October 15, 2018, by and between Twilio Inc. and a stockholder of SendGrid, Inc. and its affiliated entities.

Exhibit 10.4 VOTING AGREEMENT THIS VOTING AGREEMENT (“Agreement”), dated as of October 15, 2018, is made by and between Twilio Inc., a Delaware corporation (“Parent”), and the undersigned holder (the “Stockholder”) of shares of common stock, par value $0.001 per share, of SendGrid, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not defined shall have the meanings a

Agreement and Plan of Merger and Reorganization, dated October 15, 2018, by and among Twilio Inc., a Delaware corporation, SendGrid, Inc., a Delaware corporation, and Topaz Merger Subsidiary, Inc., a Delaware corporation.*

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among SENDGRID, INC., TWILIO INC. and TOPAZ MERGER SUBSIDIARY, INC. Dated as of October 15, 2018 TABLE OF CONTENTS Page ARTICLE I THE MERGER; CLOSING; SURVIVING COMPANY 2 1.1 The Merger 2 1.2 Closing 2 1.3 Effective Time 2 1.4 The Certificate of Incorporation 2 1.5 The Bylaws 3 1.6 Directors of the Surviving Company 3 1.

Form of Voting Agreement, dated as of October 15, 2018, by and between SendGrid, Inc. and certain holders of Class A Common Stock of Twilio Inc.

Exhibit 10.2 EXECUTION VERSION VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”), dated as of October 15, 2018, is made by and between SendGrid, Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Stockholder”) of shares of Class A common stock, par value $0.001 per share, of Twilio Inc., a Delaware corporation (“Parent”). Capitalized terms used herein and not de

Form of Voting Agreement, dated as of October 15, 2018, by and between SendGrid, Inc. and certain holders of Class A Common Stock and Class B Common Stock of Twilio Inc.

EX-10.1 3 a18-367221ex10d1.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”), dated as of October 15, 2018, is made by and between SendGrid, Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Stockholder”) of shares of Class A common stock, par value $0.001 per share, of Twilio Inc., a Delaware corporation (“Parent”). C

Twilio to Acquire SendGrid, the Leading Email API Platform Accelerates Twilio’s Mission to Fuel the Future of Communications Brings Together the Two Leading Communication Platforms for Developers The Combination to Create One, Best-in-Class Cloud Com

Exhibit 99.1 Twilio to Acquire SendGrid, the Leading Email API Platform Accelerates Twilio’s Mission to Fuel the Future of Communications Brings Together the Two Leading Communication Platforms for Developers The Combination to Create One, Best-in-Class Cloud Communications Platform for Companies to Communicate with Customers Across Every Channel Twilio & SendGrid Together Serve Millions of Develo

TWLO / Twilio Inc. 425 (Prospectus)

Filed by Twilio Inc. Pursuant to Rule 425 under the Securities Act of 1933 Commission File No.: 001-37806 Subject Company: SendGrid, Inc. Commission File No.: 001-38275 Date: October 15, 2018 The following presentation was posted by Twilio Inc. on its investor relations website on October 15, 2018. TWILIO SIGNS DEFINITIVE AGREEMENT TO ACQUIRE SENDGRID October 15, 2018 © 20 18 TWILIO , INC. ALL RIG

TWLO / Twilio Inc. 425 (Prospectus)

Filed by Twilio Inc. Pursuant to Rule 425 under the Securities Act of 1933 Commission File No.: 001-37806 Subject Company: SendGrid, Inc. Commission File No.: 001-38275 Date: October 15, 2018 The following e-mail was sent by the CEO of Twilio Inc., Jeff Lawson, to all Twilio Inc. employees on October 15, 2018 announcing the proposed transaction. SendGrid Employee Communication DATE: Monday, 10/15

TWLO / Twilio Inc. 425 (Prospectus)

Filed by Twilio Inc. Pursuant to Rule 425 under the Securities Act of 1933 Commission File No.: 001-37806 Subject Company: SendGrid, Inc. Commission File No.: 001-38275 Date: October 15, 2018 The following communication was posted by the CEO of Twilio Inc., Jeff Lawson, on Twilio Inc.’s blog on October 15, 2018 announcing the proposed acquisition. Twilio Blog Post Headline: Twilio to Acquire Leadi

TWLO / Twilio Inc. 425 (Prospectus)

Filed by Twilio Inc. Pursuant to Rule 425 under the Securities Act of 1933 Commission File No.: 001-37806 Subject Company: SendGrid, Inc. Commission File No.: 001-38275 Date: October 15, 2018 The following is an announcement regarding the proposed transaction made by Twilio Inc. via various social media outlets on October 15, 2018. Twilio Social Media Post If you’ve been at a hackathon, conference

TWLO / Twilio Inc. 425 (Prospectus)

Filed by Twilio Inc. Pursuant to Rule 425 under the Securities Act of 1933 Commission File No.: 001-37806 Subject Company: SendGrid, Inc. Commission File No.: 001-38275 Date: October 15, 2018 The following is a conference call script for Twilio Inc. investors regarding the strategic transaction, which was made available on Twilio’s website on October 15, 2018. Greg Kleiner, Twilio VP of Investor R

SEND / SendGrid, Inc. 425 (Prospectus)

Filed by SendGrid, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: SendGrid, Inc. Commission File No.: 001-38275 Below is an e-mail message from the Chief Executive Officer of SendGrid, Inc. to the customers of SendGrid, Inc. regarding the strategic transaction, which was made available t

SEND / SendGrid, Inc. 425 (Prospectus)

Filed by SendGrid, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: SendGrid, Inc. Commission File No.: 001-38275 Below is a message from the Chief Executive Officer of SendGrid, Inc. to the employees of SendGrid, Inc., including a Frequently Asked Question Guide, regarding the strategic t

SEND / SendGrid, Inc. 425 (Prospectus)

Filed by SendGrid, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: SendGrid, Inc. Commission File No.: 001-38275 Below is blog post by the Chief Executive Officer of SendGrid, Inc. regarding the strategic transaction, which was made publicly available on October 15, 2018. Subject: Twilio

SEND / SendGrid, Inc. 425 (Prospectus)

Filed by SendGrid, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: SendGrid, Inc. Commission File No.: 001-38275 Below is a transcript of a video recording of SendGrid, Inc.’s Chief Executive Officer’s message to the employees of SendGrid, Inc. regarding the strategic transaction, which w

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2018 SendGrid, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38275 27-0654600 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Tenth Amendment to Loan and Security Agreement by and between the Registrant and Pacific Western Bank, dated August 6, 2018

EX-10.1 2 a18-185241ex10d1.htm EX-10.1 Exhibit 10.1 TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Tenth Amendment to Loan and Security Agreement (the “Amendment”), is entered into as of August 6, 2018, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”) and SENDGRID, INC. (“Borrower”). RECITALS Borrower and Bank are parties to that certain Loan and Security Agreem

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2018 SendGrid, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38275 27-0654600 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

SendGrid Announces Second Quarter 2018 Results and Raises Outlook Revenue of $35.7 million in Q2, Up 32% year over year Net Loss of $0.3 million with Adjusted Net Income of $2.8 million Gross Margin Improvement of 220 basis points to 75.3% Operating

Exhibit 99.1 SendGrid Announces Second Quarter 2018 Results and Raises Outlook Revenue of $35.7 million in Q2, Up 32% year over year Net Loss of $0.3 million with Adjusted Net Income of $2.8 million Gross Margin Improvement of 220 basis points to 75.3% Operating Cash Flow of $8.8 million and Free Cash Flow of $3.9 million DENVER, Colo., July 31, 2018 — SendGrid, Inc. (NYSE: SEND), a leading digita

SendGrid Q2-18 Earnings Supplement July 31, 2018 1

Exhibit 99.2 SendGrid Q2-18 Earnings Supplement July 31, 2018 1 Legal Information This presentation and any discussion relating to it contain “forward-looking” statements that are based on SendGrid management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include, but are not limited to, statements about SendGrid’s outlook for the quarter

SEND / SendGrid, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38275 Sen

Ninth Amendment and Loan Security Agreement, by and between the Registrant and Pacific Western Bank, dated April 30, 2018

Exhibit 10.2 NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Ninth Amendment to Loan and Security Agreement (the "Amendment"), is entered into as of April 30, 2018, by and between PACIFIC WESTERN BANK, a California state chartered bank ("Bank") and SENDGRID, INC. ("Borrower"), RECITALS Borrower and Bank are parties to that certain Loan and Security Agreement dated as of June 27, 2013 (as amend

Non-Employee Director Compensation Policy

Exhibit 10.1 SendGrid, Inc. Non-Employee Director Compensation Policy Each member of the board of directors (the “Board”) of SendGrid, Inc. (the “Company”) who is not also an employee of the Company or any subsidiary of the Company shall be entitled to the following compensation for service on the Board and its committees: Cash Compensation Cash compensation shall be paid in the following annual a

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2018 SendGrid, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38275 27-0654600 (State or other jurisdiction of incorporation) (Commission File Number

SendGrid Announces First Quarter 2018 Results and Updates Outlook Revenue of $32.6 million in Q1, Up 31% year over year Net Loss of $1.3 million improves by $500,000, with Adjusted Net Income of $1.0 million Surpasses 69,000 customers, up 35% Email V

Exhibit 99.1 SendGrid Announces First Quarter 2018 Results and Updates Outlook Revenue of $32.6 million in Q1, Up 31% year over year Net Loss of $1.3 million improves by $500,000, with Adjusted Net Income of $1.0 million Surpasses 69,000 customers, up 35% Email Volume Up 29% to more than 130 billion DENVER, Colo., May 1, 2018 — SendGrid, Inc. (NYSE: SEND), a leading digital communications platform

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2018 SendGrid, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38275 27-0654600 (State or Other Jurisdiction of Incorporation) (Commission File Number)

SendGrid Q1-18 Earnings Supplement May 1, 2018 1

Exhibit 99.2 SendGrid Q1-18 Earnings Supplement May 1, 2018 1 Legal Information This presentation and any discussion relating to it contain “forward-looking” statements that are based on SendGrid management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include, but are not limited to, statements about SendGrid’s outlook for the quarter e

SEND / SendGrid, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38275 Se

SEND / SendGrid, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

SEND / SendGrid, Inc. DEF 14A

QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

6,534,234 Shares COMMON STOCK

424B4 1 a2235231z424b4.htm 424B4 Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-224121 PROSPECTUS 6,534,234 Shares COMMON STOCK SendGrid, Inc. is offering 600,000 shares of its common stock and the selling stockholders identified in this prospectus are offering 5,934,234 shares of our common stock. We will no

SEND / SendGrid, Inc. S-1MEF

As filed with the Securities and Exchange Commission on April 5, 2018 Registration No.

Form of Underwriting Agreement.

Exhibit 1.1 EXECUTION VERSION [·] SHARES SENDGRID, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT April [·], 2018 [·], 2018 Morgan Stanley & Co. LLC J.P. Morgan Securities LLC c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: SendGrid, Inc., a Delaware corporatio

Power of Attorney (included on the signature page of the Prior Registration Statement (File No. 333-224121), as filed with the Commission on April 3, 2018).

S-1 1 a2235159zs-1.htm S-1 Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on April 3, 2018. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SendGrid, Inc. (Exact name of registrant as specified in its

Separation Agreement by and between SendGrid, Inc. and Scott Heimes dated March 2, 2018

Exhibit 10.15 March 2, 2018 Via DocuSign Delivery Scott Heimes 7377 Highland Drive Lakewood CO 80214 Re: Separation Agreement Dear Scott: This letter sets forth the substance of the separation agreement (the “Agreement”) that SendGrid, Inc. (the “Company”) is offering to you to aid in your employment transition. 1. SEPARATION DATE. As discussed, your last day of work with the Company and your empl

COMPANY INFORMATION

Exhibit 99.1 COMPANY INFORMATION Unless the content otherwise requires, the terms “SendGrid,” “company,” “our,” “us,” and “we” in this document refer to SendGrid, Inc. and where appropriate our consolidated subsidiaries. Special Note Regarding Forward-Looking Statements This document contains forward-looking statements that involve substantial risks and uncertainties. All statements other than sta

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2018 SendGrid, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38275 27-0554600 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

SEND / SendGrid, Inc. CORRESP

Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 April 3, 2018 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Barbara C. Jacobs, Assistant Director, Office of Information Technologies and Services Matthew Derby, Staff Attorney Re: SendGrid, Inc.

SEND / SendGrid, Inc. CORRESP

SENDGRID, INC. 1801 California Street, Suite 500 Denver, CO 80202 April 3, 2018 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Mail Stop 4561 Washington, D.C. 20549 Attention: Barbara C. Jacobs, Assistant Director, Office of Information Technologies and Services Matthew Derby, Staff Attorney RE: SendGrid, Inc. Registration Statement on Form S-1 File No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2018 SendGrid, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38275 27-0554600 (State or Other Jurisdiction of Incorporation) (Commission File Numb

SVP Sales & Customer Success Incentive Plan.

Exhibit 10.1 SVP Sales & Customer Success Incentive Plan Table Of Contents Table Of Contents Incentive Strategy Plan Administration Quota Model Commission Calculation Commission Payment Commission Plan Definitions Commission Accelerators Commission Plan Rules End of Month Close Process Miscellaneous 1 Participation & Overview As a member of the Sales or Customer Success Team, you are eligible to p

Confidential Treatment Requested by SendGrid, Inc. Pursuant to 17 C.F.R. Section 200.83

Exhibit 10.15 Confidential Treatment Requested by SendGrid, Inc. Pursuant to 17 C.F.R. Section 200.83 March 2, 2018 Via DocuSign Delivery Scott Heimes 7377 Highland Drive Lakewood CO 80214 Re: Separation Agreement Dear Scott: This letter sets forth the substance of the separation agreement (the “Agreement”) that SendGrid, Inc. (the “Company”) is offering to you to aid in your employment transition

SEND / SendGrid, Inc. DRS

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents Confidential Treatment Requested by SendGrid, Inc.

SEND / SendGrid, Inc. S-8

As filed with the Securities and Exchange Commission on February 26, 2018 Registration No.

SendGrid Announces the Election of Anne Raimondi to its Board of Directors Former Zendesk Executive Adds Wealth of SaaS Industry Experience to SendGrid

Exhibit 99.3 SendGrid Announces the Election of Anne Raimondi to its Board of Directors Former Zendesk Executive Adds Wealth of SaaS Industry Experience to SendGrid DENVER, Colo., Feb. 26, 2018 ? SendGrid, Inc. (NYSE: SEND), a leading digital communication platform that drives engagement and growth, today announced that it has elected Anne Raimondi to its Board of Directors effective Feb. 28, 2018

SendGrid Announces Fourth Quarter and Year-End 2017 Results and Provides Initial 2018 Outlook Generates Revenue of $31.7 million in Q4, Up 38% year over year Drives Full-Year Revenue of $111.9 million, Up 40% Delivers $12.7 million of Operating Cash

Exhibit 99.1 SendGrid Announces Fourth Quarter and Year-End 2017 Results and Provides Initial 2018 Outlook Generates Revenue of $31.7 million in Q4, Up 38% year over year Drives Full-Year Revenue of $111.9 million, Up 40% Delivers $12.7 million of Operating Cash Flow and $0.4 million of Free Cash Flow in 2017 Realizes Annual Customer Growth of 39% to more than 63,000 DENVER, Colo., Feb. 26, 2018 ?

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a18-704718k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2018 SendGrid, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38275 27-0554600 (State or Other Jurisdiction of Incorpo

SendGrid Q4-17 Earnings Supplement February 26, 2018 1

Exhibit 99.2 SendGrid Q4-17 Earnings Supplement February 26, 2018 1 Legal Information This presentation and any discussion relating to it contain ?forward-looking? statements that are based on SendGrid management?s beliefs and assumptions and on information currently available to management. Forward-looking statements include, but are not limited to, statements about SendGrid?s outlook for the qua

Amended and Restated Bylaws.

AMENDED AND RESTATED BYLAWS OF SENDGRID, INC. (A DELAWARE CORPORATION) Table of Contents Page ARTICLE I Offices 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II Corporate Seal 1 Section 3. Corporate Seal 1 ARTICLE III Stockholders’ Meetings 1 Section 4. Place of Meetings 1 Section 5. Annual Meetings 1 Section 6. Special Meetings 5 Section 7. Notice Of Meetings 5 Section 8. Qu

Amended and Restated Certificate of Incorporation.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SENDGRID, INC. Sameer Dholakia hereby certifies that: ONE:The original name of this company is SendGrid, Inc. and the date of filing the original Certificate of Incorporation of this company with the Secretary of State of the State of Delaware was on July 20, 2009. TWO:He is the duly elected and acting President and Chief Executive Officer of Se

SEND / SendGrid, Inc. 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38275 SendGri

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

EX-99.1 CUSIP No. 816883102 13G Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing

SEND / SendGrid, Inc. / Deer VIII & Co. Ltd. - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SendGrid, Inc. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE (Title of Class of Securities) 816883102 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

Members of Group

EX-99.2 CUSIP No. 816883102 13G Exhibit 2 Members of Group Deer VIII & Co. Ltd. Deer VIII & Co. L.P. Bessemer Venture Partners VIII Institutional L.P. Bessemer Venture Partners VIII L.P.

SEND / SendGrid, Inc. / Bain Capital Venture Fund 2014, L.p. - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SendGrid, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 816883102 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

SEND / SendGrid, Inc. / Foundry Venture Capital 2007, L.P. - SENDGRID - FOUNDRY - 13G 2-13-17 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 SENDGRID, INC. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE (Title of Class of Securities) 816883102 (CUSIP Number) DECEMBER 31, 2017 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

SEND / SendGrid, Inc. / Highway 12 Venture Fund Ii Lp - SENDGRID HIGHWAY SCHEDULE 13G 2-13-18 Passive Investment

SC 13G 1 highway13g.htm SENDGRID HIGHWAY SCHEDULE 13G 2-13-18 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 SENDGRID, INC. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE (Title of Class of Securities) 816883102 (CUSIP Number) DECEMBER 31, 2017 (Date of Event Which Requires Filing of This Statement) Check the appropri

Senior Executive Cash Incentive Bonus Plan

EX-10.1 2 a18-52511ex10d1.htm EX-10.1 Exhibit 10.1 SENDGRID, INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN 1. Purpose. This Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of SendGrid, Inc. (the “Company”) and its subsidiaries toward even higher achievement and business results, to tie the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2018 SendGrid, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38275 27-0554600 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Amended and Restated Certificate of Incorporation, as currently in effect.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SENDGRID, INC. Sameer Dholakia hereby certifies that: ONE: The original name of this company is SendGrid, Inc. and the date of filing the original Certificate of Incorporation of this company with the Secretary of State of the State of Delaware was on July 20, 2009. TWO: He is the duly elected and acting President and Chief Executive

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2017 SendGrid, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38275 27-0554600 (State or Other Jurisdiction of Incorporation) (Commission File N

8,200,000 Shares COMMON STOCK

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents Filed pursuant to Rule 424(b)(4) Registration No.

As filed with the Securities and Exchange Commission on November 15, 2017 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 SendGrid, Inc. (Exact n

As filed with the Securities and Exchange Commission on November 15, 2017 Registration No.

As filed with the Securities and Exchange Commission on November 14 , 2017

As filed with the Securities and Exchange Commission on November 14 , 2017 Registration No.

As filed with the Securities and Exchange Commission on November 9, 2017.

As filed with the Securities and Exchange Commission on November 9, 2017. Registration No. 333-221003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SendGrid, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization)

Eighth Amendment to Loan and Security Agreement by and between the Registrant and Pacific Western Bank, dated November 9, 2017.

EX-10.10.8 3 a2233777zex-10108.htm EX-10.10.8 Exhibit 10.10.8 EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Eighth Amendment to Loan and Security Agreement (the “Amendment”), is entered into as of November 9, 2017, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”) and SENDGRID, INC. (“Borrower”). RECITALS Borrower and Bank are parties to that certain Loan and S

Seventh Amendment to Loan and Security Agreement by and between the Registrant and Pacific Western Bank, dated September 26, 2017.

Exhibit 10.10.7 SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Seventh Amendment to Loan and Security Agreement (the ?Amendment?), is entered into as of September 26, 2017, by and between PACIFIC WESTERN BANK, a California state chartered bank (?Bank?) and SENDGRID, INC. (?Borrower?). RECITALS Borrower and Bank are parties to that certain Loan and Security Agreement dated as of June 27, 201

[Signature Page to Underwriters’ Acceleration Request]

Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 November 9, 2017 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jan Woo, Legal Branch Chief, Office of Information Technology Matthew Derby, Staff Attorney Mengyao Lu, Staff Accountant Morgan Young

SENDGRID, INC. 1801 California Street, Suite 500 Denver, CO 80202

SENDGRID, INC. 1801 California Street, Suite 500 Denver, CO 80202 November 9, 2017 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jan Woo, Legal Branch Chief, Office of Information Technology Matthew Derby, Staff Attorney Mengyao Lu, Staff Accountant Morgan Youngwood, Staff Accountant RE: SendGrid, Inc. Registration Stat

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 SendGrid, Inc.

As filed with the Securities and Exchange Commission on November 2, 2017.

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS EXHIBIT Table of Contents As filed with the Securities and Exchange Commission on November 2, 2017.

Second Amendment to Seventh Amended and Restated Certificate of Incorporation, as currently in effect.

Exhibit 3.3 CERTIFICATE OF AMENDMENT TO THE SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SENDGRID, INC. SENDGRID, INC., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), does hereby certify as follows: FIRST: The name of the Corporation is SENDGRID, INC. SECOND: The original Certificate of Incorporation of the Corporation was filed wi

As filed with the Securities and Exchange Commission on October 30, 2017.

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS EXHIBIT Table of Contents As filed with the Securities and Exchange Commission on October 30, 2017.

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under 2017 Equity Incentive Plan.

EX-10.3.2 5 a2233583zex-1032.htm EX-10.3.2 Exhibit 10.3.2 SENDGRID, INC. RESTRICTED STOCK UNIT GRANT NOTICE (2017 EQUITY INCENTIVE PLAN) SendGrid, Inc. (the “Company”), pursuant to its 2017 Equity Incentive Plan (the “Plan”), hereby awards to Participant a Restricted Stock Unit Award for the number of shares of the Company’s Common Stock (“Restricted Stock Units”) set forth below (the “Award”). Th

Form of 2017 Equity Incentive Plan.

Exhibit 10.3 SENDGRID, INC. 2017 EQUITY INCENTIVE PLAN 1. GENERAL. (a) Successor to and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the SendGrid, Inc. 2012 Equity Incentive Plan, as amended (the ?2012 Plan?). From and after 12:01 a.m. Mountain Time on the IPO Date, no additional stock awards will be granted under the 2012 Plan. All Awards granted on or

Form of 2017 Employee Stock Purchase Plan.

EX-10.4 6 a2233583zex-104.htm EX-10.4 Exhibit 10.4 SENDGRID, INC. 2017 EMPLOYEE STOCK PURCHASE PLAN 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees under an E

Form of Stock Option Grant Notice and Stock Option Agreement under 2017 Equity Incentive Plan.

Exhibit 10.3.1 SENDGRID, INC. STOCK OPTION GRANT NOTICE (2017 EQUITY INCENTIVE PLAN) SendGrid, Inc. (the ?Company?), pursuant to its 2017 Equity Incentive Plan (the ?Plan?), hereby grants to Optionholder an option to purchase the number of shares of the Company?s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth in this Stock Option Grant Notice,

Executive Severance Benefit Plan.

Exhibit 10.6 SENDGRID, INC. EXECUTIVE SEVERANCE BENEFIT PLAN Section 1. INTRODUCTION. The SendGrid, Inc. Executive Severance Benefit Plan (the ?Plan?) is hereby established effective as of the Effective Date. The purpose of the Plan is to provide for the payment of severance benefits to selected employees of SendGrid, Inc. (the ?Company?) that constitute a select group of management or highly comp

Specimen stock certificate evidencing shares of Common Stock.

Exhibit 4.2 SPECIMEN SPECIMEN N U M B E R SEND SEE REVERSE FOR CERTAIN DEFINITIONS INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE C o M M o n s T o C K This Certifies That: SPECIMEN is The owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE, OF SendGrid, inc. transferable on the books of the Corporation by the holder thereof in person or by duly authoriz

Number of Shares of Common Stock Underlying Equity Awards Granted

*FOIA Confidential Treatment Request* Confidential Treatment Requested by SendGrid, Inc.

Power of Attorney (included in signature pages).

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on October 18, 2017.

Amended and Restated Bylaws, as currently in effect.

Exhibit 3.5 AMENDED AND RESTATED BYLAWS OF SENDGRID, INC. (A DELAWARE CORPORATION) Adopted January 9, 2012 AMENDED AND RESTATED BYLAWS OF SENDGRID, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the corporation in the State of Delaware shall be as set forth in the Certificate of Incorporation of the corporation unless changed as provided by

Amendment to Seventh Amended and Restated Certificate of Incorporation, as currently in effect.

Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SENDGRID, INC. SENDGRID, INC., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), does hereby certify as follows: FIRST: The name of the Corporation is SENDGRID, INC. SECOND: The original Certificate of Incorporation of the Corporation was filed wi

Lease Agreement by and among the Registrant, BOP 1801 California Street LLC, and BOP 1801 California Street II, LLC, dated as of March 25, 2016.

Exhibit 10.9 LEASE OF OFFICE SPACE LANDLORD: BOP 1801 CALIFORNIA STREET LLC, a Delaware limited liability company, and BOP 1801 CALIFORNIA STREET II LLC, a Delaware limited liability company TENANT: SendGrid, Inc. a Delaware corporation PREMISES IN 1801 CALIFORNIA STREET DENVER, COLORADO TABLE OF CONTENTS Page ARTICLE 1.0 DEFINITIONS 1 1.01 Definitions 1 ARTICLE 2 GRANT OF LEASE 3 2.01 Grant 3 2.0

2016 VP Bonus Plan.

EX-10.7 17 a2233508zex-107.htm EX-10.7 Exhibit 10.7 SendGrid, Inc. 2016 VP Bonus Plan SendGrid, Inc. Confidential SendGrid, Inc. 2016 VP Bonus Plan Adopted Effective January 1, 2016 PROGRAM OBJECTIVES We believe it is important to tie our compensation to individual and company performance. The 2016 VP Bonus Plan (the “Bonus Plan”) provides an opportunity whereby certain employees (a “Participant”)

2012 Equity Incentive Plan, as amended to date.

Exhibit 10.2 SENDGRID, INC. 2012 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: MARCH 5, 2012 APPROVED BY THE STOCKHOLDERS: DECEMBER 10, 2012 AMENDED BY THE BOARD OF DIRECTORS: SEPTEMBER 11, 2012 AMENDED BY THE STOCKHOLDERS: DECEMBER 10, 2012 AMENDED BY THE BOARD OF DIRECTORS: DECEMBER 16, 2013 AMENDED BY THE STOCKHOLDERS: DECEMBER 16, 2013 AMENDED BY THE BOARD OF DIRECTORS: OCTOBER 13,

Leandra Fishman 2017 Sales Commission Plan.

EX-10.12 37 a2233508zex-1012.htm EX-10.12 Exhibit 10.12 Name: Leandra Fishman Position: SVP Sales & Customer Success Compensation: Base: $225,000 +Variable: $135,000 = OTE: $360,000 2017 Annual Quota $99,759,425 Quota Quota Q1 Q2 Q3 Q4 Total Cohort—Non Services $ 22,111,877 $ 22,709,497 $ 22,966,973 $ 24,161,587 $ 91,949,934 Sales — Non Services $ 195,826 $ 728,832 $ 1,406,479 $ 2,149,519 $ 4,480,

380 INTERLOCKEN CRESCENT, SUITE 900, BROOMFIELD, CO 80021-8023 T: (720) 566-4000 F: (720) 566-4099 WWW.COOLEY.COM

Matthew P. Dubofsky T: +1 720 566 4244 [email protected] October 18, 2017 U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington D.C. 20549 Attn: Jan Woo, Legal Branch Chief, Office of Information Technology Matthew Derby, Staff Attorney Mengyao Lu, Staff Accountant Morgan Youngwood, Staff Accountant RE: SendGrid, Inc. Ladies and Gentlemen: On behalf

Third Amendment to Loan and Security Agreement by and between the Registrant and Square 1 Bank, dated as of April 28, 2015.

Exhibit 10.10.3 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (the ?Amendment?), is entered into as of April 28, 2015, by and between SQUARE 1 BANK (?Bank?) and SENDGRID, INC. (?Borrower?). RECITALS Borrower and Bank are parties to that certain Loan and Security Agreement dated as of June 27, 2013 (as amended from time to time, the ?Agreement?).

Offer Letter by and between the Registrant and Scott Heimes, dated October 2, 2015.

Exhibit 10.11.3 October 2, 2015 Scott Heimes Re: Offer of Employment with SendGrid, Inc. Dear Scott, SendGrid, Inc. (the ?Company?) is very pleased to offer you employment as Chief Marketing Officer beginning on November 16, 2015. This letter states the complete terms and conditions of your offer, subject to a satisfactory result of references and a background check. If you agree to these terms an

Offer Letter by and between the Registrant and Stephen Sloan, dated September 23, 2015.

EX-10.11.6 34 a2233508zex-10116.htm EX-10.11.6 Exhibit 10.11.6 September 23, 2015 Steve Sloan Re: Offer of Employment with SendGrid, Inc. Dear Steve, SendGrid, Inc. (the “Company”) is very pleased to offer you employment as Chief Product Officer beginning on October 26, 2015. This letter states the complete terms and conditions of your offer, subject to a satisfactory result of references and a ba

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under 2012 Equity Incentive Plan.

EX-10.2.2 14 a2233508zex-1022.htm EX-10.2.2 Exhibit 10.2.2 SENDGRID, INC. RESTRICTED STOCK UNIT GRANT NOTICE (2012 EQUITY INCENTIVE PLAN) SendGrid, Inc. (the “Company”), pursuant to its 2012 Equity Incentive Plan (the “Plan”), hereby awards to Participant a Restricted Stock Unit Award for the number of the Company’s Common Stock (“Restricted Stock Units”) set forth below (the “Award”). The Award i

Executive Severance Benefit Plan.

Exhibit 10.6 SENDGRID, INC. EXECUTIVE SEVERANCE BENEFIT PLAN Section 1. INTRODUCTION. The SendGrid, Inc. Executive Severance Benefit Plan (the ?Plan?) is hereby established effective as of the Effective Date. The purpose of the Plan is to provide for the payment of severance benefits to selected employees of SendGrid, Inc. (the ?Company?) that constitute a select group of management or highly comp

Seventh Amended and Restated Certificate of Incorporation, as currently in effect.

Exhibit 3.1 SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SENDGRID, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) SendGrid, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1. That the name of

Form of Incentive Stock Option or Nonstatutory Stock Option Agreement under 2012 Equity Incentive Plan.

Exhibit 10.2.1 ATTACHMENT I SENDGRID, INC. 2012 EQUITY INCENTIVE PLAN OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION) Pursuant to your Stock Option Grant Notice (?Grant Notice?) and this Option Agreement, SendGrid, Inc. (the ?Company?) has granted you an option under its 2012 Equity Incentive Plan (the ?Plan?) to purchase the number of shares of the Company?s Common Stock in

Form of Stock Option Agreement under 2009 Equity Incentive Plan.

EX-10.1.1 11 a2233508zex-1011.htm EX-10.1.1 Exhibit 10.1.1 FORM SENDGRID, INC. STOCK OPTION AGREEMENT This STOCK OPTION AGREEMENT is made this day of , by and between SendGrid, Inc., a Delaware corporation (the “Company”), and , the Option Holder under the SendGrid, Inc. 2009 Amended and Restated Equity Incentive Plan (the “Plan”). RECITALS A. All capitalized terms in this Agreement shall have the

2009 Equity Incentive Plan, as amended to date.

Exhibit 10.1 SENDGRID, INC. Amended and Restated 2009 Equity Incentive Plan Effective Date: April 19, 2010 Approved by the Board of Directors on April 19, 2010 Approved by the Stockholders on April 19, 2010 Table of Contents Page ARTICLE I INTRODUCTION 1 1.1 Amendment of Plan 1 1.2 Establishment 1 1.3 Purpose 1 ARTICLE II DEFINITIONS 1 2.1 Definitions 1 2.2 Gender and Number 5 ARTICLE III PLAN ADM

Second Amendment to Loan and Security Agreement by and between the Registrant and Square 1 Bank, dated as of December 1, 2014.

Exhibit 10.10.2 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (the ?Amendment?), is entered into as of December 1, 2014, by and between SQUARE 1 BANK (?Bank?) and SENDGRID, INC. (?Borrower?). RECITALS Borrower and Bank are parties to that certain Loan and Security Agreement dated as of June 27, 2013 (as amended from time to time, the ?Agreemen

Form of Underwriting Agreement.

Exhibit 1.1 [?] SHARES SENDGRID, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT [?], 2017 [?], 2017 Morgan Stanley & Co. LLC J.P. Morgan Securities LLC c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: SendGrid, Inc., a Delaware corporation (the ?Company?), propo

Form of Indemnity Agreement between the Registrant and each of its directors and executive officers.

Exhibit 10.5 SENDGRID, INC. INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , between SendGrid, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS A. Highly competent persons have become more reluctant to serve corporations as directors or officers or in other capacities unless they are provided with adequate protect

Offer Letter by and between the Registrant and Yancey Spruill, dated April 17, 2015.

Exhibit 10.11.2 April 17, 2015 Yancey Spruill Re: Offer of Employment with SendGrid, Inc. Dear Yancey, SendGrid, Inc. (the ?Company?) is very pleased to offer you employment as Chief Financial Officer & Chief Operating Officer beginning on a date to be determined in June, 2015. This letter states the complete terms and conditions of your offer, subject to a satisfactory result of a background chec

Fourth Amendment to Loan and Security Agreement by and between the Registrant and Square 1 Bank, dated as of May 27, 2015.

EX-10.10.4 26 a2233508zex-10104.htm EX-10.10.4 Exhibit 10.10.4 FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”), is entered into as of May 27, 2015, by and between SQUARE 1 BANK (“Bank”) and SENDGRID, INC. (“Borrower”). RECITALS Borrower and Bank are parties to that certain Loan and Security Agreement dated as of June 27, 2013 (

Consent of Egg Strategy.

Exhibit 99.1 October 13, 2017 SendGrid, Inc. 1801 California Street, Suite 500 Denver, Colorado 80202 Dear Sirs: We, Egg Strategy, Inc. of 909 Walnut Street, Suite 200, Boulder, CO 80302, hereby consent to the filing with the Securities and Exchange Commission of a Registration Statement on Form S-1, and any amendments thereto (the ?Registration Statement?) of SendGrid, Inc. and any related prospe

Subsidiaries of the Registrant.

EX-21.1 38 a2233508zex-211.htm EX-21.1 Exhibit 21.1 Subsidiaries of SendGrid, Inc. Name of Subsidiary Jurisdiction of Organization SendGrid UK Limited England and Wales JCKM, Inc. Delaware

Offer Letter by and between the Registrant and Leandra Fishman, dated July 18, 2016.

Exhibit 10.11.4 July 18, 2016 Leandra Fishman Re: Offer of Employment with SendGrid, Inc. Dear Leandra, SendGrid, Inc. (the ?Company?) is very pleased to offer you employment as SVP Sales & Customer Success beginning on August 15, 2016. This letter states the complete terms and conditions of your offer, subject to a satisfactory result of references and a background check. If you agree to these te

Loan and Security Agreement by and between the Registrant and Square 1 Bank, dated as of June 27, 2013.

Exhibit 10.10 SENDGRID, INC. LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (the ?Agreement?) is entered into as of June 27, 2013, by and between SQUARE 1 BANK (?Bank?) and SENDGRID, INC. (?Borrower?). RECITALS Borrower wishes to obtain credit from time to time from Bank, and Bank desires to extend credit to Borrower. This Agreement sets forth the terms on which Bank will advance cre

Letter Agreement between BOP 1801 California Street LLC and Registrant dated April 4, 2017.

Exhibit 10.9.2 Brookfield Brookfield Property Partners Tel 303.383.1801 1801 California St., Suite 200 Fax 303.382.8437 Denver, CO 80202-5695 www.brookfleldofficepropertles.com April 4, 2017 VIA EMAIL AND US MAIL SendGrid Inc. Attention: Michael Tognetti, SVP and General Counsel 1801 California Street, Suite 500 Denver, Colorado 80202 [email protected] Re: Lease dated March 25, 2016 an

Form of Amended and Restated Certificate of Incorporation to be effective upon completion of this offering.

Exhibit 3.4 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SENDGRID, INC. Sameer Dholakia hereby certifies that: ONE: The original name of this company is SendGrid, Inc. and the date of filing the original Certificate of Incorporation of this company with the Secretary of State of the State of Delaware was on July 20, 2009. TWO: He is the duly elected and acting President and Chief Executive

Fifth Amendment to Loan and Security Agreement by and between the Registrant and Pacific Western Bank (as successor in interest by merger to Square 1 Bank), dated as of May 4, 2016.

EX-10.10.5 27 a2233508zex-10105.htm EX-10.10.5 Exhibit 10.10.5 FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”), is entered into as of May 4, 2016, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”) and SENDGRID, INC. (“Borrower”). RECITALS Borrower and Bank (as successor in interest by merger to Squar

Offer Letter by and between the Registrant and Sameer Dholakia, dated August 28, 2014.

Exhibit 10.11.1 August 28, 2014 Sameer Dholakia [email protected] Dear Sameer: On behalf of SendGrid, Inc. (the ?Company?), I am pleased to offer you employment in the position of Chief Executive Officer of the Company. This letter sets out the terms of your employment with the Company, which will start on or around October 1, 2014. You will be paid a starting base salary of $29,166 per mo

Sixth Amendment to Loan and Security Agreement by and between the Registrant and Pacific Western Bank, dated May 8, 2017.

Exhibit 10.10.6 SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the ?Amendment?), is entered into as of May 8, 2017, by and between PACIFIC WESTERN BANK, a California state chartered bank (?Batik?) and SENDGRID, INC. (?Borrower?). RECITALS Borrower and Bank are parties to that certain Loan and Security Agreement dated as of June 27, 2013 (as amen

First Amendment to Loan and Security Agreement by and between the Registrant and Square 1 Bank, dated as of May 16, 2014.

Exhibit 10.10.1 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (the ?Amendment?), is entered into as of May 16, 2014, by and between SQUARE 1 BANK (?Bank?) and SENDGRID, INC. (?Borrower?). RECITALS Borrower and Bank are parties to that certain Loan and Security Agreement dated as of June 27, 2013 (as amended from time to time, the ?Agreement?). T

Offer Letter by and between the Registrant and Michael Tognetti, dated August 8, 2011.

EX-10.11.7 35 a2233508zex-10117.htm EX-10.11.7 Exhibit 10.11.7 SendGrid Inc. 929 Pearl Street, Suite 200 Boulder, CO 80302 August 8, 2011 Michael Tognetti Re: Offer of Employment with SendGrid, Inc. Dear Michael: SendGrid, Inc. (the “Company”) is very pleased to offer you employment as VP & General Counsel, beginning on September 6, 2011. This letter states the complete terms and conditions of you

Offer Letter by and between the Registrant and Craig Kaes, dated February 18, 2015.

EX-10.11.8 36 a2233508zex-10118.htm EX-10.11.8 Exhibit 10.11.8 February 18, 2015 Craig Kaes Re: Offer of Employment with SendGrid, Inc. Dear Craig: SendGrid, Inc. (the “Company”) is very pleased to offer you employment as Vice President of Engineering, beginning on March 16, 2015. This letter states the complete terms and conditions of your offer, subject to a satisfactory result of a background c

Second Amended and Restated Warrant to Purchase Stock to purchase shares of Series B convertible preferred stock issued to PacWest Bancorp, dated as of May 8, 2017.

Exhibit 4.4 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW. SECOND AMENDED AND RESTATED WARRANT TO PURCHASE STOCK Corporation: SendGrid, Inc. Number of Shares: 54,269 Class of Stock: Series B Preferred Initial Exercise Pri

Amended and Restated Registration Rights Agreement, dated as of November 17, 2016, by and among the Registrant and certain of its stockholders.

Exhibit 4.3 SENDGRID, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT SENDGRID, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made as of November 17, 2016, by and among SENDGRID, INC., a Delaware corporation (the ?Company?), and each of the investors listed on Schedule A hereto, each of which is referre

Form of Amended and Restated Bylaws to be effective upon completion of this offering.

Exhibit 3.6 AMENDED AND RESTATED BYLAWS OF SENDGRID, INC. (A DELAWARE CORPORATION) Table of Contents Page ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS? MEETINGS 1 Section 4. Place of Meetings 1 Section 5. Annual Meetings 1 Section 6. Special Meetings 5 Section 7. Notice Of Meetings 5 S

First Amendment of Lease by and among the Registrant, BOP 1801 California Street LLC, and BOP 1801 California Street II LLC dated July 25, 2016.

EX-10.9.1 20 a2233508zex-1091.htm EX-10.9.1 Exhibit 10.9.1 FIRST AMENDMENT OF LEASE BETWEEN: BOP 1801 CALIFORNIA STREET LLC, and BOP 1801 CALIFORNIA STREET II LLC both a Delaware limited liability company, 1801 California Street, Suite 200 Denver, Colorado 80202 (collectively “Landlord”) AND: SendGrid, Inc. a Delaware corporation 1801 California Street, Suite 500 Denver, Colorado 80202 (“Tenant”)

2017 Senior Executive Cash Incentive Bonus Plan.

Exhibit 10.8 SENDGRID, INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN 1. Purpose. This Senior Executive Cash Incentive Bonus Plan (the ?Incentive Plan?) is intended to provide an incentive for superior work and to motivate eligible executives of SendGrid, Inc. (the ?Company?) and its subsidiaries toward even higher achievement and business results, to tie their goals and interests to those of the

Offer Letter by and between the Registrant and Pattie Money, dated August 28, 2016.

EX-10.11.5 33 a2233508zex-10115.htm EX-10.11.5 Exhibit 10.11.5 August 28, 2016 Pattie Money Re: Offer of Employment with SendGrid, Inc. Dear Pattie, SendGrid, Inc. (the “Company”) is very pleased to offer you employment as Chief People Officer beginning on October 3, 2016. This letter states the complete terms and conditions of your offer, subject to a satisfactory result of references and a backg

SENDGRID, INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN

Exhibit 10.8 SENDGRID, INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN 1. Purpose. This Senior Executive Cash Incentive Bonus Plan (the ?Incentive Plan?) is intended to provide an incentive for superior work and to motivate eligible executives of SendGrid, Inc. (the ?Company?) and its subsidiaries toward even higher achievement and business results, to tie their goals and interests to those of the

380 INTERLOCKEN CRESCENT, SUITE 900, BROOMFIELD, CO 80021-8023 T: (720) 566-4000 F: (720) 566-4099 WWW.COOLEY.COM

Matthew P. Dubofsky T: +1 720 566 4244 [email protected] September 27, 2017 U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington D.C. 20549 Attn: Jan Woo, Legal Branch Chief, Office of Information Technology Matthew Derby, Staff Attorney Mengyao Lu, Staff Accountant Morgan Youngwood, Staff Accountant RE: SendGrid, Inc. Ladies and Gentlemen: On beha

September 19, 2017

Exhibit 99.1 September 19, 2017 SendGrid, Inc. 1801 California Street, Suite 500 Denver, Colorado 80202 Dear Sirs: We, Egg Strategy, Inc. of 909 Walnut Street, Suite 200, Boulder, CO 80302, hereby consent to the filing with the Securities and Exchange Commission of a Registration Statement on Form S-1, and any amendments thereto (the ?Registration Statement?) of SendGrid, Inc. and any related pros

Draft Registration Statement No. 2, as confidentially submitted to the Securities and Exchange Commission on September 27, 2017. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all informa

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents Draft Registration Statement No.

SENDGRID, INC. 2012 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: MARCH 5, 2012 APPROVED BY THE STOCKHOLDERS: DECEMBER 10, 2012 AMENDED BY THE BOARD OF DIRECTORS: SEPTEMBER 11, 2012 AMENDED BY THE STOCKHOLDERS: DECEMBER 10, 2012 AMENDED BY

Exhibit 10.2 SENDGRID, INC. 2012 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: MARCH 5, 2012 APPROVED BY THE STOCKHOLDERS: DECEMBER 10, 2012 AMENDED BY THE BOARD OF DIRECTORS: SEPTEMBER 11, 2012 AMENDED BY THE STOCKHOLDERS: DECEMBER 10, 2012 AMENDED BY THE BOARD OF DIRECTORS: DECEMBER 16, 2013 AMENDED BY THE STOCKHOLDERS: DECEMBER 16, 2013 AMENDED BY THE BOARD OF DIRECTORS: OCTOBER 13,

SENDGRID, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

Exhibit 4.3 SENDGRID, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT SENDGRID, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made as of November 17, 2016, by and among SENDGRID, INC., a Delaware corporation (the ?Company?), and each of the investors listed on Schedule A hereto, each of which is referre

SENDGRID, INC. Amended and Restated 2009 Equity Incentive Plan Effective Date: April 19, 2010 Approved by the Board of Directors on April 19, 2010 Approved by the Stockholders on April 19, 2010

Exhibit 10.1 SENDGRID, INC. Amended and Restated 2009 Equity Incentive Plan Effective Date: April 19, 2010 Approved by the Board of Directors on April 19, 2010 Approved by the Stockholders on April 19, 2010 Table of Contents Page ARTICLE I INTRODUCTION 1 1.1 Amendment of Plan 1 1.2 Establishment 1 1.3 Purpose 1 ARTICLE II DEFINITIONS 1 2.1 Definitions 1 2.2 Gender and Number 5 ARTICLE III PLAN ADM

EXHIBIT A

Exhibit 10.11.3 October 2, 2015 Scott Heimes Re: Offer of Employment with SendGrid, Inc. Dear Scott, SendGrid, Inc. (the ?Company?) is very pleased to offer you employment as Chief Marketing Officer beginning on November 16, 2015. This letter states the complete terms and conditions of your offer, subject to a satisfactory result of references and a background check. If you agree to these terms an

SENDGRID, INC. STOCK OPTION AGREEMENT

EX-10.1-1 8 filename8.htm Exhibit 10.1.1 FORM SENDGRID, INC. STOCK OPTION AGREEMENT This STOCK OPTION AGREEMENT is made this day of , by and between SendGrid, Inc., a Delaware corporation (the “Company”), and , the Option Holder under the SendGrid, Inc. 2009 Amended and Restated Equity Incentive Plan (the “Plan”). RECITALS A. All capitalized terms in this Agreement shall have the meaning assigned

FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

EX-10.10-5 21 filename21.htm Exhibit 10.10.5 FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”), is entered into as of May 4, 2016, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”) and SENDGRID, INC. (“Borrower”). RECITALS Borrower and Bank (as successor in interest by merger to Square I Bank) are part

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

Exhibit 10.10.1 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (the ?Amendment?), is entered into as of May 16, 2014, by and between SQUARE 1 BANK (?Bank?) and SENDGRID, INC. (?Borrower?). RECITALS Borrower and Bank are parties to that certain Loan and Security Agreement dated as of June 27, 2013 (as amended from time to time, the ?Agreement?). T

FIRST AMENDMENT OF LEASE

EX-10.9-1 14 filename14.htm Exhibit 10.9.1 FIRST AMENDMENT OF LEASE BETWEEN: BOP 1801 CALIFORNIA STREET LLC, and BOP 1801 CALIFORNIA STREET II LLC both a Delaware limited liability company, 1801 California Street, Suite 200 Denver, Colorado 80202 (collectively “Landlord”) AND: SendGrid, Inc. a Delaware corporation 1801 California Street, Suite 500 Denver, Colorado 80202 (“Tenant”) FOR PREMISES IN:

SENDGRID, INC. RESTRICTED STOCK UNIT GRANT NOTICE (2012 EQUITY INCENTIVE PLAN)

EX-10.2-2 11 filename11.htm Exhibit 10.2.2 SENDGRID, INC. RESTRICTED STOCK UNIT GRANT NOTICE (2012 EQUITY INCENTIVE PLAN) SendGrid, Inc. (the “Company”), pursuant to its 2012 Equity Incentive Plan (the “Plan”), hereby awards to Participant a Restricted Stock Unit Award for the number of the Company’s Common Stock (“Restricted Stock Units”) set forth below (the “Award”). The Award is subject to all

SendGrid, Inc. 2016 Executive Bonus Plan SendGrid, Inc. Confidential

EX-10.11-4 26 filename26.htm Exhibit 10.11.4 July 18, 2016 Leandra Fishman Re: Offer of Employment with SendGrid, Inc. Dear Leandra, SendGrid, Inc. (the “Company”) is very pleased to offer you employment as SVP Sales & Customer Success beginning on August 15, 2016. This letter states the complete terms and conditions of your offer, subject to a satisfactory result of references and a background ch

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

Exhibit 10.10.2 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (the ?Amendment?), is entered into as of December 1, 2014, by and between SQUARE 1 BANK (?Bank?) and SENDGRID, INC. (?Borrower?). RECITALS Borrower and Bank are parties to that certain Loan and Security Agreement dated as of June 27, 2013 (as amended from time to time, the ?Agreemen

FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

Exhibit 10.10.4 FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”), is entered into as of May 27, 2015, by and between SQUARE 1 BANK (“Bank”) and SENDGRID, INC. (“Borrower”). RECITALS Borrower and Bank are parties to that certain Loan and Security Agreement dated as of June 27, 2013 (as amended from time to time, the “Agreement”).

THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT

Exhibit 10.10.3 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”), is entered into as of April 28, 2015, by and between SQUARE 1 BANK (“Bank”) and SENDGRID, INC. (“Borrower”). RECITALS Borrower and Bank are parties to that certain Loan and Security Agreement dated as of June 27, 2013 (as amended from time to time, the “Agreement”).

ATTACHMENT I SENDGRID, INC. 2012 EQUITY INCENTIVE PLAN OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)

Exhibit 10.2.1 ATTACHMENT I SENDGRID, INC. 2012 EQUITY INCENTIVE PLAN OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION) Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, SendGrid, Inc. (the “Company”) has granted you an option under its 2012 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock in

SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SENDGRID, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware)

Exhibit 3.1 SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SENDGRID, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) SendGrid, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: 1. That the name of

1401 Walnut St. Ste. 500, Boulder, CO 80302 ? 303.552.0653 ? FAX 720.398.8212 www.sendgrid.com

Exhibit 10.11.6 September 23, 2015 Steve Sloan Re: Offer of Employment with SendGrid, Inc. Dear Steve, SendGrid, Inc. (the ?Company?) is very pleased to offer you employment as Chief Product Officer beginning on October 26, 2015. This letter states the complete terms and conditions of your offer, subject to a satisfactory result of references and a background check. If you agree to these terms and

Subsidiaries of SendGrid, Inc.

Exhibit 21.1 Subsidiaries of SendGrid, Inc. Name of Subsidiary Jurisdiction of Organization SendGrid UK Limited England and Wales JCKM, Inc. Delaware

AMENDED AND RESTATED BYLAWS SENDGRID, INC. (A DELAWARE CORPORATION) Adopted January 9, 2012

EX-3.5 4 filename4.htm Exhibit 3.5 AMENDED AND RESTATED BYLAWS OF SENDGRID, INC. (A DELAWARE CORPORATION) Adopted January 9, 2012 AMENDED AND RESTATED BYLAWS OF SENDGRID, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the corporation in the State of Delaware shall be as set forth in the Certificate of Incorporation of the corporation unless

Brookfield Property Partners

EX-10.9-2 15 filename15.htm Exhibit 10.9.2 Brookfield Brookfield Property Partners Tel 303.383.1801 1801 California St., Suite 200 Fax 303.382.8437 Denver, CO 80202-5695 www.brookfleldofficepropertles.com April 4, 2017 VIA EMAIL AND US MAIL SendGrid Inc. Attention: Michael Tognetti, SVP and General Counsel 1801 California Street, Suite 500 Denver, Colorado 80202 [email protected] Re: L

As confidentially submitted to the Securities and Exchange Commission on August 18, 2017. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidenti

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As confidentially submitted to the Securities and Exchange Commission on August 18, 2017.

SendGrid, Inc. 2016 VP Bonus Plan SendGrid, Inc. Confidential SendGrid, Inc. 2016 VP Bonus Plan

Exhibit 10.7 SendGrid, Inc. 2016 VP Bonus Plan SendGrid, Inc. Confidential SendGrid, Inc. 2016 VP Bonus Plan Adopted Effective January 1, 2016 PROGRAM OBJECTIVES We believe it is important to tie our compensation to individual and company performance. The 2016 VP Bonus Plan (the ?Bonus Plan?) provides an opportunity whereby certain employees (a ?Participant?) may be eligible to receive a bonus (a

SECOND AMENDED AND RESTATED WARRANT TO PURCHASE STOCK Corporation: SendGrid, Inc. Number of Shares: 54,269 Class of Stock: Series B Preferred Initial Exercise Price: $2.764 per share Original Issue Date: June 27, 2013 Amendment Date: May 16, 2014 Sec

EX-4.4 6 filename6.htm Exhibit 4.4 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW. SECOND AMENDED AND RESTATED WARRANT TO PURCHASE STOCK Corporation: SendGrid, Inc. Number of Shares: 54,269 Class of Stock: Series B Preferr

LEASE OF OFFICE SPACE BOP 1801 CALIFORNIA STREET LLC, a Delaware limited liability company, and BOP 1801 CALIFORNIA STREET II LLC, a Delaware limited liability company SendGrid, Inc. a Delaware corporation 1801 CALIFORNIA STREET DENVER, COLORADO

EX-10.9 13 filename13.htm Exhibit 10.9 LEASE OF OFFICE SPACE LANDLORD: BOP 1801 CALIFORNIA STREET LLC, a Delaware limited liability company, and BOP 1801 CALIFORNIA STREET II LLC, a Delaware limited liability company TENANT: SendGrid, Inc. a Delaware corporation PREMISES IN 1801 CALIFORNIA STREET DENVER, COLORADO TABLE OF CONTENTS Page ARTICLE 1.0 DEFINITIONS 1 1.01 Definitions 1 ARTICLE 2 GRANT O

SendGrid Inc. 929 Pearl Street, Suite 200 Boulder, CO 80302

EX-10.11-7 29 filename29.htm Exhibit 10.11.7 SendGrid Inc. 929 Pearl Street, Suite 200 Boulder, CO 80302 August 8, 2011 Michael Tognetti Re: Offer of Employment with SendGrid, Inc. Dear Michael: SendGrid, Inc. (the “Company”) is very pleased to offer you employment as VP & General Counsel, beginning on September 6, 2011. This letter states the complete terms and conditions of your offer. If you ag

SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

Exhibit 10.10.6 SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the ?Amendment?), is entered into as of May 8, 2017, by and between PACIFIC WESTERN BANK, a California state chartered bank (?Batik?) and SENDGRID, INC. (?Borrower?). RECITALS Borrower and Bank are parties to that certain Loan and Security Agreement dated as of June 27, 2013 (as amen

SENDGRID, INC. LOAN AND SECURITY AGREEMENT

Exhibit 10.10 SENDGRID, INC. LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (the ?Agreement?) is entered into as of June 27, 2013, by and between SQUARE 1 BANK (?Bank?) and SENDGRID, INC. (?Borrower?). RECITALS Borrower wishes to obtain credit from time to time from Bank, and Bank desires to extend credit to Borrower. This Agreement sets forth the terms on which Bank will advance cre

CERTIFICATE OF AMENDMENT TO THE SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SENDGRID, INC.

EX-3.2 3 filename3.htm Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SENDGRID, INC. SENDGRID, INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: FIRST: The name of the Corporation is SENDGRID, INC. SECOND: The original Certificate of Incorporation of the C

Sameer Dholakia

Exhibit 10.11.1 August 28, 2014 Sameer Dholakia [email protected] Dear Sameer: On behalf of SendGrid, Inc. (the “Company”), I am pleased to offer you employment in the position of Chief Executive Officer of the Company. This letter sets out the terms of your employment with the Company, which will start on or around October 1, 2014. You will be paid a starting base salary of $29,166 per mo

1401 Walnut St. Ste. 500, Boulder, CO 80302 ? 303.552.0653 ? FAX 720.398.8212

Exhibit 10.11.8 February 18, 2015 Craig Kaes Re: Offer of Employment with SendGrid, Inc. Dear Craig: SendGrid, Inc. (the “Company”) is very pleased to offer you employment as Vice President of Engineering, beginning on March 16, 2015. This letter states the complete terms and conditions of your offer, subject to a satisfactory result of a background check. If you agree to these terms and condition

EXHIBIT A

Exhibit 10.11.2 April 17, 2015 Yancey Spruill Re: Offer of Employment with SendGrid, Inc. Dear Yancey, SendGrid, Inc. (the “Company”) is very pleased to offer you employment as Chief Financial Officer & Chief Operating Officer beginning on a date to be determined in June, 2015. This letter states the complete terms and conditions of your offer, subject to a satisfactory result of a background chec

EXHIBIT A

Exhibit 10.11.5 August 28, 2016 Pattie Money Re: Offer of Employment with SendGrid, Inc. Dear Pattie, SendGrid, Inc. (the “Company”) is very pleased to offer you employment as Chief People Officer beginning on October 3, 2016. This letter states the complete terms and conditions of your offer, subject to a satisfactory result of references and a background check. If you agree to these terms and co