FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Spruill Yancey L. 		2. Issuer Name and Ticker or Trading Symbol

SendGrid, Inc. [ SEND ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CFO, COO and Treasurer
(Last)          (First)          (Middle)

C/O SENDGRID, INC., 1801 CALIFORNIA STREET, SUITE 500 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/1/2019
(Street)

DENVER, CO 80202
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   2/1/2019     D    153901   D $0.00   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   $2.18   2/1/2019     D         373999      (2) 6/26/2025   Common Stock   373999   $0.00   0   D    
Employee Stock Option (Right to Buy)   $12.00   2/1/2019     D         125000      (3) 7/25/2027   Common Stock   125000   $0.00   0   D    

Explanation of Responses:
(1)  Disposed of pursuant to the Agreement and Plan of Merger and Reorganization dated as of October 15, 2018, as amended on December 13, 2018 (the "Merger Agreement", and the transactions contemplated therein, the "Merger"), by and among the Issuer, Twilio Inc. ("Twilio") and Topaz Merger Subsidiary, Inc., whereby each share of Issuer common stock was canceled in exchange for 0.485 of a share of Twilio Class A Common Stock, with fractional shares being paid in cash.
(2)  The option was assumed by Twilio in the Merger and replaced with an option to purchase 181,391 shares of Twilio Class A Common Stock with an exercise price of $4.49 per share. Following the effective time of the Merger, the 29,144 unvested shares will vest in equal monthly installments until fully vested on June 24, 2019.
(3)  At the effective time of the Merger, the vesting of 25% of all unvested shares subject to the grant accelerated, with the remaining shares exercisable in equal monthly installments until fully vested on February 1, 2021. The option was assumed by Twilio in the Merger and replaced with an option to purchase 60,624 shares of Twilio Class A Common Stock with an exercise price of $24.74 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Spruill Yancey L.
C/O SENDGRID, INC.
1801 CALIFORNIA STREET, SUITE 500
DENVER, CO 80202

CFO, COO and Treasurer

Signatures
/s/ Matthew P. Dubofsky, Attorney-in-Fact 2/1/2019
** 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 4(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 control number.
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