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 is filed:
☐ Rule 13d-1(c)
ý Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 816883102
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Page 2 of 12
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1.
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Name of Reporting Persons
Foundry Venture Capital 2007, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ý (1)
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
6,980,709 (2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
6,980,709 (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,980,709 (2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
16.6% (3)
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12.
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Type of Reporting Person (See Instructions)
PN
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(1) This Schedule 13G is filed by Foundry Group Select Fund, L.P. ("Foundry Group"), Foundry Venture Capital 2007, L.P. ("Foundry Venture Capital"), Foundry Select Fund GP, LLC ("Foundry Select"), Foundry Venture 2007, LLC ("Foundry Venture") Brad Feld ("Feld"), Seth Levine ("Levine"), Ryan McIntyre ("McIntyre") and Jason Mendelson ("Mendelson" and with Feld, Levine and McIntyre, the "Managing Members") (collectively, the "Reporting Persons"). The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(2) Consists of 6,980,709 shares of the Issuer's common stock held by Foundry Venture Capital. Foundry Venture is the general partner of Foundry Venture Capital and the Managing Members are the managing members of Foundry Venture. Foundry Venture Capital, Foundry Venture and the Managing Members share power to direct the voting and disposition of the shares. Each of Foundry Venture and the Managing Members disclaim beneficial ownership of the shares except to the extent of his or its respective pecuniary interest therein.
(3) This percentage is calculated based upon 42,021,661 outstanding shares of the Issuer's common stock, as reported in the Issuer's final prospectus for its initial public offering (Commission File No. 333-221003) filed with the Securities and Exchange Commission on November 15, 2017.
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CUSIP No. 816883102
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Page 3 of 12
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1.
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Name of Reporting Persons
Foundry Group Select Fund, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ý (1)
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
2,828,351 (2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
2,828,351 (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,828,351 (2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
6.7% (3)
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12.
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Type of Reporting Person (See Instructions)
PN
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(1) The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(2) Consists of 2,828,351 shares of the Issuer's common stock held by Foundry Group. Foundry Select is the general partner of Foundry Group and the Managing Members are the manager members of Foundry Select. Foundry Group, Foundry Select and the Managing Members share power to direct the voting and disposition of the shares. Each of Foundry Select and the Managing Members disclaim beneficial ownership of the shares except to the extent of his or its respective pecuniary interest therein.
(3) This percentage is calculated based upon 42,021,661 outstanding shares of the Issuer's common stock, as reported in the Issuer's final prospectus for its initial public offering (Commission File No. 333-221003) filed with the Securities and Exchange Commission on November 15, 2017.
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CUSIP No. 816883102
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Page 4 of 12
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1.
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Name of Reporting Persons
Foundry Select Fund GP, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ý (1)
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
2,828,351 (2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
2,828,351 (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,828,351 (2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
6.7% (3)
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12.
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Type of Reporting Person (See Instructions)
OO
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(1) The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(2) Consists of 2,828,351 shares of the Issuer's common stock held by Foundry Group. Foundry Select is the general partner of Foundry Group and the Managing Members are the manager members of Foundry Select. Foundry Group, Foundry Select and the Managing Members share power to direct the voting and disposition of the shares. Each of Foundry Select and the Managing Members disclaim beneficial ownership of the shares except to the extent of his or its respective pecuniary interest therein.
(3) This percentage is calculated based upon 42,021,661 outstanding shares of the Issuer's common stock, as reported in the Issuer's final prospectus for its initial public offering (Commission File No. 333-221003) filed with the Securities and Exchange Commission on November 15, 2017.
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CUSIP No. 816883102
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Page 5 of 12
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1.
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Name of Reporting Persons
Foundry Venture 2007, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ý (1)
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
6,980,709 (2)
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
6,980,709 (2)
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,980,709 (2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
16.6% (3)
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12.
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Type of Reporting Person (See Instructions)
OO
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(1) The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(2) Consists of 6,980,709 shares of the Issuer's common stock held by Foundry Venture Capital. Foundry Venture is the general partner of Foundry Venture Capital and the Managing Members are the managing members of Foundry Venture. Foundry Venture Capital, Foundry Venture and the Managing Members share power to direct the voting and disposition of the shares. Each of Foundry Venture and the Managing Members disclaim beneficial ownership of the shares except to the extent of his or its respective pecuniary interest therein.
(3) This percentage is calculated based upon 42,021,661 outstanding shares of the Issuer's common stock, as reported in the Issuer's final prospectus for its initial public offering (Commission File No. 333-221003) filed with the Securities and Exchange Commission on November 15, 2017.
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CUSIP No. 816883102
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Page 6 of 12
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1.
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Name of Reporting Persons
Brad Feld
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ý (1)
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
9,809,060 (2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
9,809,060 (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,809,060 (2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
23.3% (3)
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12.
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Type of Reporting Person (See Instructions)
IN
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(1) The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(2) Consists of 2,828,351 shares held of the Issuer's common stock held by Foundry Group and 6,980,709 shares held of the Issuer's common stock held by Foundry Venture Capital. Foundry Select is the general partner of Foundry Group and Foundry Venture is the general partner of Foundry Venture Capital. The Managing Members are the managing managers of each of Foundry Select and Foundry Venture. Foundry Group, Foundry Select and the Managing Members share power to direct the voting and disposition of the shares held by Foundry Group and Foundry Venture Capital, Foundry Venture and the Managing Members share power to direct the voting and disposition of the shares held by Foundry Venture Capital. Each of Foundry Select, Foundry Venture and the Managing Members disclaim beneficial ownership of the shares except to the extent of his or its respective pecuniary interest therein.
(3) This percentage is calculated based upon 42,021,661 outstanding shares of the Issuer's common stock, as reported in the Issuer's final prospectus for its initial public offering (Commission File No. 333-221003) filed with the Securities and Exchange Commission on November 15, 2017.
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CUSIP No. 816883102
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Page 7 of 12
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1.
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Name of Reporting Persons
Seth Levine
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ý (1)
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
9,809,060 (2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
9,809,060 (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,809,060 (2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
23.3% (3)
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12.
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Type of Reporting Person (See Instructions)
IN
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(1) The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(2) Consists of 2,828,351 shares held of the Issuer's common stock held by Foundry Group and 6,980,709 shares held of the Issuer's common stock held by Foundry Venture Capital. Foundry Select is the general partner of Foundry Group and Foundry Venture is the general partner of Foundry Venture Capital. The Managing Members are the managing managers of each of Foundry Select and Foundry Venture. Foundry Group, Foundry Select and the Managing Members share power to direct the voting and disposition of the shares held by Foundry Group and Foundry Venture Capital, Foundry Venture and the Managing Members share power to direct the voting and disposition of the shares held by Foundry Venture Capital. Each of Foundry Select, Foundry Venture and the Managing Members disclaim beneficial ownership of the shares except to the extent of his or its respective pecuniary interest therein.
(3) This percentage is calculated based upon 42,021,661 outstanding shares of the Issuer's common stock, as reported in the Issuer's final prospectus for its initial public offering (Commission File No. 333-221003) filed with the Securities and Exchange Commission on November 15, 2017.
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CUSIP No. 816883102
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Page 8 of 12
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1.
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Name of Reporting Persons
Ryan McIntyre
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ý (1)
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
United States of America
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|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
|
Sole Voting Power
0
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6.
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Shared Voting Power
9,809,060 (2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
9,809,060 (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,809,060 (2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
23.3% (3)
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12.
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Type of Reporting Person (See Instructions)
IN
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(1) The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(2) Consists of 2,828,351 shares held of the Issuer's common stock held by Foundry Group and 6,980,709 shares held of the Issuer's common stock held by Foundry Venture Capital. Foundry Select is the general partner of Foundry Group and Foundry Venture is the general partner of Foundry Venture Capital. The Managing Members are the managing managers of each of Foundry Select and Foundry Venture. Foundry Group, Foundry Select and the Managing Members share power to direct the voting and disposition of the shares held by Foundry Group and Foundry Venture Capital, Foundry Venture and the Managing Members share power to direct the voting and disposition of the shares held by Foundry Venture Capital. Each of Foundry Select, Foundry Venture and the Managing Members disclaim beneficial ownership of the shares except to the extent of his or its respective pecuniary interest therein.
(3) This percentage is calculated based upon 42,021,661 outstanding shares of the Issuer's common stock, as reported in the Issuer's final prospectus for its initial public offering (Commission File No. 333-221003) filed with the Securities and Exchange Commission on November 15, 2017.
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CUSIP No. 816883102
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Page 9 of 12
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1.
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Name of Reporting Persons
Jason Mendelson
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ý (1)
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
|
Sole Voting Power
0
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6.
|
Shared Voting Power
9,809,060 (2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
9,809,060 (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,809,060 (2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
23.3% (3)
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12.
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Type of Reporting Person (See Instructions)
IN
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(1) The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(2) Consists of 2,828,351 shares held of the Issuer's common stock held by Foundry Group and 6,980,709 shares held of the Issuer's common stock held by Foundry Venture Capital. Foundry Select is the general partner of Foundry Group and Foundry Venture is the general partner of Foundry Venture Capital. The Managing Members are the managing managers of each of Foundry Select and Foundry Venture. Foundry Group, Foundry Select and the Managing Members share power to direct the voting and disposition of the shares held by Foundry Group and Foundry Venture Capital, Foundry Venture and the Managing Members share power to direct the voting and disposition of the shares held by Foundry Venture Capital. Each of Foundry Select, Foundry Venture and the Managing Members disclaim beneficial ownership of the shares except to the extent of his or its respective pecuniary interest therein.
(3) This percentage is calculated based upon 42,021,661 outstanding shares of the Issuer's common stock, as reported in the Issuer's final prospectus for its initial public offering (Commission File No. 333-221003) filed with the Securities and Exchange Commission on November 15, 2017.
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CUSIP No. 816883102
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Page 10 of 12
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Item 1(a) Name of Issuer
SendGrid, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices
1801 California Street
Suite 500
Denver, CO 80202
Item 2(a) Name of Person Filing
Foundry Group Select Fund, L.P.
Foundry Venture Capital 2007, L.P.
Foundry Select Fund GP, LLC
Foundry Venture 2007, LLC
Brad Feld
Seth Levine
Ryan McIntyre
Jason Mendelson
Item 2(b) Address of Principal Business Office or, if none, Residence
1050 Walnut Street
Suite 210
Boulder, CO 80302
Item 2(c) Citizenship
Entities:
Foundry Group Select Fund, L.P. -Delaware
Foundry Venture Capital 2007, L.P. - Delaware
Foundry Select Fund GP, LLC - Delaware
Foundry Venture 2007, LLC - Delaware
Individual:
Brad Feld - United States of America
Seth Levine - United States of America
Ryan McIntyre - United States of America
Jason Mendelson - United States of America
Item 2(d) Title of Class of Securities
Common Stock, $0.001 par value
Item 2(e) CUSIP Number
816883102
Item 3
Not applicable.
Item 4 Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1
(a) Amount beneficially owned: See Row 9 of cover page for each Reporting Person
(b) Percent of class: See Row 11 of cover page for each Reporting Person
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CUSIP No. 816883102
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Page 11 of 12
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(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person.
(ii) Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person.
Item 5 Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐
Item 6 Ownership of More than Five Percent of Another Person
Not applicable.
Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8 Identification and Classification of Members of the Group
Not applicable.
Item 9Notice of Dissolution of Group
Not applicable.
Item 10 Certification
Not applicable.
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CUSIP No. 816883102
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Page 11 of 12
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2018
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FOUNDRY GROUP SELECT FUND, L.P.
By: Foundry Select Fund GP, LLC
Its: General Partner
By: /s/ Jason Mendelson
Name: Jason Mendelson
Title: Managing Member
FOUNDRY VENTURE CAPITAL 2007, L.P.
By: Foundry Venture 2007, LLC
Its: General Partner
By: /s/ Jason Mendelson
Name: Jason Mendelson
Title: Managing Member
FOUNDRY SELECT FUND GP, LLC
By: /s/ Jason Mendelson
Name: Jason Mendelson
Title: Managing Member
FOUNDRY VENTURE 2007, LLC
By: /s/ Jason Mendelson
Name: Jason Mendelson
Title: Managing Member
/s/ Brad Feld
Brad Feld
/s/ Seth Levine
Seth Levine
/s/ Ryan McIntyre
Ryan McIntyre
/s/ Jason Mendelson
Jason Mendelson
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EXHIBITS
A- Joint Filing Statement
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 acknowledge that each is responsible for the timely filing of such statement on Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness or accuracy of the information concerning the others of the undersigned, except to the extent that it knows or has reason to believe that such information is inaccurate or incomplete. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of February 13, 2018.
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FOUNDRY GROUP SELECT FUND, L.P.
By: Foundry Select Fund GP, LLC
Its: General Partner
By: /s/ Jason Mendelson
Name: Jason Mendelson
Title: Managing Member
FOUNDRY VENTURE CAPITAL 2007, L.P.
By: Foundry Venture 2007, LLC
Its: General Partner
By: /s/ Jason Mendelson
Name: Jason Mendelson
Title: Managing Member
FOUNDRY SELECT FUND GP, LLC
By: /s/ Jason Mendelson
Name: Jason Mendelson
Title: Managing Member
FOUNDRY VENTURE 2007, LLC
By: /s/ Jason Mendelson
Name: Jason Mendelson
Title: Managing Member
/s/ Brad Feld
Brad Feld
/s/ Seth Levine
Seth Levine
/s/ Ryan McIntyre
Ryan McIntyre
/s/ Jason Mendelson
Jason Mendelson
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