SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Agarwal Ajay

(Last)

(First)

(Middle)

C/O BAIN CAPITAL VENTURE INVESTORS, LLC

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/14/2017

3. Issuer Name and Ticker or Trading Symbol
SendGrid, Inc. [ SEND ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	179,333	I	See Footnote⁽¹⁾⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	871,080	⁽³⁾	I	See Footnotes⁽¹⁾⁽²⁾
Series D Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,414,398	⁽³⁾	I	See Footnotes⁽¹⁾⁽²⁾

Explanation of Responses:

1. Represents shares of Common Stock held directly by Bain Capital Venture Fund 2014, L.P., BCIP Venture Associates and BCIP Venture Associates-B (collectively, the "Bain Capital Entities").

2. The governance, investment strategy and decision-making process with respect to the investments held by (the "Bain Capital Entities") is directed by the Executive Committee of Bain Capital Venture Investors, LLC "BCVI". The Executive Committee of BCVI consists of Michael A. Krupka and Ajay Agarwal. As a result, BCVI and Messrs. Krupka and Agarwal may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Entities. Each of BCVI and Messrs. Krupka and Agarwal disclaim beneficial ownership of such securities except to the extent of its or his pecuniary interest therein.

3. Each share of Series C Preferred Stock and Series D Preferred Stock is convertible at any time at the option of the holder into the number of fully paid, nonassessable shares of the Issuer's Common Stock determined by the applicable conversion rate, has no expiration date and will convert into shares of Common Stock upon the closing of the Issuer's initial public offering.

Remarks:

	/s/ Ajay Agarwal	11/14/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.