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~~February 301, 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 Number)		(I.R.S. Employer Identification No.)

1801 California Street, Suite 500
Denver, CO 80202

(Address of principal executive offices)

(888) 985-7363

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

~~Item~~As 5previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by SendGrid, Inc.07, a Delaware corporation (“SendGrid”), on October 16, 2018, SendGrid, Twilio Inc., ~~Submission~~a ofDelaware ~~Matters~~corporation to(“Twilio”), and Topaz Merger Subsidiary, Inc. a ~~Vote~~Delaware corporation and a direct wholly owned subsidiary of ~~Security~~Twilio ~~Holders~~(“Merger Sub”), entered into an Agreement and Plan of Merger and Reorganization, dated as of October 15, 2018 and amended on December 13, 2018 (the “Merger Agreement”).

OnItem ~~January 30, 2019, SendGrid, Inc~~1.~~, a Delaware corporation (“SendGrid”), held a special meeting of its stockholders (the “Special Meeting”)~~02. ~~SendGrid’s~~Termination ~~stockholders voted on three proposals at the Special Meeting, each~~ of ~~which is described in more detail in the definitive joint proxy statement/prospectus filed by SendGrid and Twilio Inc.,~~ a ~~Delaware~~Material ~~corporation~~Definitive ~~(“Twilio”), with the Securities and Exchange Commission on December 18, 2018~~Agreement.

~~SendGrid’s~~On ~~stockholders~~February 1, ~~were~~2019, ~~entitled~~in toconnection ~~one~~with ~~vote~~the ~~for~~Merger ~~each~~(as ~~share~~defined ofand ~~common~~described ~~stock,~~below ~~$0.001~~in ~~par~~Item ~~value~~2.01), ~~per~~SendGrid ~~share~~ (~~each,~~i) repaid ain ~~“Share”),~~full ~~held~~any asand ofall ~~the~~outstanding ~~close~~loans, oftogether ~~business~~with oninterest ~~December 13,~~and ~~2018~~all ~~(the~~other ~~“Record~~amounts ~~Date”).~~due Atin ~~the~~connection ~~close~~with ofsuch ~~business~~repayment onunder the ~~Record~~Loan ~~Date,~~and ~~there~~Security ~~were 47~~Agreement,~~659,204~~ ~~Shares~~dated ~~eligible~~as toof ~~vote~~June 27, at2013 ~~the~~(as ~~Special~~further ~~Meeting.~~amended, ~~Present~~amended atand ~~the~~restated, ~~Special~~modified ~~Meeting~~ or bysupplemented ~~proxy~~through ~~were~~the ~~holders~~date ~~of 37~~hereof,~~620,747~~ ~~Shares, representing 78.9% of~~ the ~~outstanding~~“Loan ~~Shares~~Agreement”), ~~eligible~~by toand ~~vote~~between atSendGrid ~~the~~and ~~Special~~Pacific ~~Meeting~~Western Bank, and ~~constituting~~(ii) terminated aall ~~quorum.~~commitments ~~The~~of ~~final~~SendGrid ~~results~~and ~~with~~Pacific ~~respect~~Western toBank ~~each~~under ~~such~~the ~~proposal~~Loan ~~are~~Agreement ~~set~~and ~~forth~~the ~~below~~related loan documents.

~~Proposal~~Item 12.01 -Completion Toof ~~adopt~~Acquisition ~~the~~or ~~Agreement~~Disposition ~~and Plan~~ of ~~Merger and Reorganization, dated October 15, 2018, among SendGrid, Twilio and Topaz Merger Subsidiary, Inc~~Assets.~~, as amended on December 13, 2018 and as such agreement may be further amended from time to time (the “Merger Agreement”):~~

Votes For		Votes Against		Abstentions		Broker Non-Votes
37,488,941		20,048		111,758		—

On February 1, 2019, pursuant to the terms and conditions of the Merger Agreement, Merger Sub was merged with and into SendGrid (the “Merger”), with SendGrid surviving as a direct wholly owned subsidiary of Twilio.

~~Proposal~~Pursuant 2to -the Toterms ~~approve~~of the Merger Agreement, onat anthe ~~advisory~~effective time of the Merger (~~non-binding~~the “Effective Time”), ~~basis~~each issued and outstanding share of common stock of SendGrid, ~~the~~par ~~compensation~~value ~~that~~$0.001 ~~may~~per beshare ~~paid~~(each, ora ~~become~~“Share”), ~~payable~~was cancelled and converted into the right to ~~SendGrid’s~~receive ~~named~~(a) 0.485 ~~executive~~(the ~~officers~~“Exchange ~~that~~Ratio”) isof ~~based~~a onshare orof ~~otherwise~~Twilio’s ~~relates~~Class A toCommon Stock, par value $0.001 per share (the “Merger ~~Agreement~~Consideration”) ~~and~~plus ~~the~~(b) any ~~transactions~~cash ~~contemplated~~payable byin ~~the~~lieu of fractional shares of Twilio’s Class A Common Stock otherwise issuable as Merger ~~Agreement:~~Consideration.

Votes For		Votes Against		Abstentions		Broker Non-Votes
37,313,950		157,174		149,623		—

In addition, at the Effective Time, each stock option to purchase Shares (each, a “SendGrid Stock Option”) that was outstanding and unexercised immediately prior to the Effective Time (whether or not then vested) other than (i) any SendGrid Stock Option held by a former employee or former service provider of SendGrid, or subsidiary of SendGrid and (ii) any SendGrid Stock Option granted under the UK Schedule to SendGrid’s 2012 Equity Incentive Plan and UK CSOP Sub-Plan to SendGrid’s 2017 Equity Incentive Plan (each, a “SendGrid UK Option”) was assumed by Twilio and converted into an option to acquire a number of shares of Twilio Class A Common Stock (each, an “Assumed Option”). Each Assumed Option will be subject to the same terms and conditions as applied to the SendGrid Stock Option immediately prior to the Effective Time (including vesting terms), except that (a) the number of shares of Twilio Class A Common Stock subject to such Assumed Option will be equal to (i) the number of Shares subject to the corresponding SendGrid Stock Option as of immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio (with the resulting number rounded down to the nearest whole share of Twilio Class A Common Stock), and (b) the per share exercise price of each Assumed Option will be equal to (i) the per share exercise price of the corresponding SendGrid Stock Option immediately prior to the Effective Time divided by (ii) the Exchange Ratio (with the resulting price per share rounded up to the nearest whole cent).

~~Proposal~~Also, 3at -the ToEffective ~~approve~~Time, ~~adjournment~~each unvested SendGrid Stock Option that was outstanding immediately prior to the Effective Time and was held by a former employee or former service provider of SendGrid, or subsidiary of SendGrid, was not assumed by Twilio and was cancelled without the ~~Special~~payment ~~Meeting~~of any consideration. Each vested SendGrid Stock Option held by any former employee or former service provider of SendGrid, ifor ~~necessary~~subsidiary of SendGrid, that was outstanding and ~~appropriate~~unexercised as of immediately prior to the Effective Time (each, a “Non-Employee Vested Option”) together with all outstanding and unexercised SendGrid UK Options, were cancelled and converted into the right to ~~solicit~~receive ~~additional~~the ~~proxies~~number ifof ~~there~~shares ~~are~~of ~~not~~Twilio ~~sufficient~~Class A ~~votes~~Common Stock equal to ~~approve~~(i) the number of Shares subject to the ~~proposal~~vested portion of the SendGrid Stock Option immediately prior to ~~adopt~~the Effective Time multiplied by the ~~Merger~~excess, ~~Agreement:~~if any, of (x) $50.5770 (the “SendGrid Share Value”) over (y) the per share exercise price for Shares subject to the corresponding SendGrid Stock Option immediately prior to the Effective Time, divided by (ii) the SendGrid Share Value multiplied by (iii) the Exchange Ratio, with any fractional shares rounded down to the nearest whole share.

Votes For		Votes Against		Abstentions		Broker Non-Votes
36,464,861		845,305		310,581		—

At the Effective Time, (a) each SendGrid restricted stock unit (each, a “SendGrid RSU”), other than any SendGrid RSU held by a current or former non-employee director of SendGrid, that was outstanding immediately prior to the Effective Time (whether or not vested or issuable) was assumed and converted automatically into a restricted stock unit with respect to a number of shares of Twilio Class A Common Stock (each, an “Assumed RSU”) equal to (i) the total number of Shares subject to the SendGrid RSU immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, with any fractional shares rounded down to the nearest whole share, and (b) each SendGrid RSU held by a current or former non-employee director of

~~Adjournment of the Special Meeting was not necessary because SendGrid’s stockholders approved the adoption of the Merger Agreement.~~2

~~Cautionary~~SendGrid ~~Statement~~was ~~Regarding~~cancelled ~~Forward-Looking~~and ~~Statements~~converted into a right to receive the number of shares of Twilio Class A Common Stock equal to (i) the number of Shares subject to such SendGrid RSU immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, with any fractional shares rounded down to the nearest whole share.

~~Statements~~The ~~contained~~foregoing insummary ~~this~~description ~~Current~~of ~~Report~~the onMerger ~~Form 8-K~~Agreement ~~that~~does ~~relate~~not purport to ~~future~~be ~~results~~complete and ~~events~~is ~~may~~qualified ~~constitute~~in ~~“forward-looking~~its ~~statements”~~entirety ~~within~~by ~~the~~reference ~~meaning~~to ofthe ~~Section 27A~~terms of the ~~Securities~~Merger ~~Act of 1933~~Agreement, asa ~~amended,~~copy ~~and Section 21E~~ of ~~the~~which ~~Securities~~was ~~Exchange~~filed ~~Act of 1934,~~ as ~~amended~~Exhibit 2.1 ~~These forward-looking statements are subject~~ to aSendGrid’s ~~number~~Current ofReport ~~risks~~on ~~and~~Form 8-K ~~uncertainties~~filed ~~that~~with ~~may cause actual results to differ materially from those contained in~~ the ~~forward-looking~~SEC ~~information, and are based~~ on ~~the current expectations~~October 16, ~~estimates~~2018, ~~forecasts~~the ~~and~~amendment ~~projections~~ of ~~SendGrid~~which ~~and~~was ~~Twilio.~~included ~~There can be no assurances that the proposed merger will be consummated. The following factors, among others, could cause actual results to differ materially from those described~~ in the ~~forward-looking~~definitive ~~statements:~~joint ~~economic,~~proxy ~~business, competitive, and~~statement/orprospectus ~~regulatory~~filed ~~factors~~by ~~affecting the businesses of~~ SendGrid and Twilio ~~generally, including those set forth in the filings of SendGrid and Twilio~~ with the SEC, ~~especially in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of their respective Annual Reports~~ on ~~Form~~December ~~10-K~~18, ~~and Quarterly Reports on Form 10-Q~~2018, ~~their Current Reports on Form 8-K and other SEC filings. These forward-looking statements speak only as of~~ the ~~date~~terms ~~hereof. SendGrid and Twilio undertake no obligation to publicly release the results~~ of ~~any~~which ~~revisions~~are orincorporated ~~updates~~herein toby ~~these forward-looking statements that may be made to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events~~reference.

2Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~SIGNATURES~~The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.

~~Pursuant~~On toFebruary 1, 2019, in connection with the ~~requirements~~completion of the ~~Securities~~Merger, SendGrid notified the New York Stock Exchange ~~Act~~(the of“NYSE”) ~~1934,~~that aseach ~~amended,~~outstanding Share was cancelled and converted into the ~~Registrant~~right ~~has~~to ~~duly~~receive ~~caused~~the ~~this~~Merger ~~report~~Consideration and requested that the NYSE delist the Shares and file with the SEC a notification of removal from listing on Form 25 to report that the Shares will no longer be ~~signed~~listed on ~~its~~the ~~behalf~~NYSE. byTrading of the ~~undersigned~~Shares ~~hereunto~~on ~~duly~~the ~~authorized~~NYSE was suspended prior to the opening of trading on February 1, 2019.

	SendGrid, Inc.
Date: January 30, 2019	By:	/s/ Michael Tognetti
	Name:	Michael Tognetti
	Title:	Senior Vice President, General Counsel

SendGrid intends to file with the SEC a certification on Form 15 under the Securities Exchange Act of 1934 (“Exchange Act”), requesting the deregistration of the Shares and the suspension of SendGrid’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Shares.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

In connection with the Merger and at the Effective Time, holders of the Shares immediately prior to such time ceased to have any rights as stockholders in SendGrid (other than their right to receive Merger Consideration pursuant to the terms of the Merger Agreement).

Item 5.01 Changes in Control of Registrant.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.

In connection with the Merger and at the Effective Time, a change of control of SendGrid occurred and SendGrid has been merged into Merger Sub, with SendGrid continuing as the surviving corporation and as a direct wholly owned subsidiary of Twilio.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the terms of the Merger Agreement, the directors of Merger Sub immediately prior to the Effective Time, consisting of Jeff Lawson and Khozema Shipchandler, became the directors of the surviving corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal, as the case may be, and each of Warren Adelman, Ajay Agarwal, Fred Ball, Byron Deeter, Anne Raimondi, Hilary Schneider, Sri Viswanath and Sameer Dholakia ceased serving as directors of SendGrid.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, at the Effective Time, SendGrid’s certificate of incorporation and bylaws were amended and restated in their entirety. The Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of SendGrid are attached as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

Item 8.01 Other Events.

On February 1, 2019, SendGrid issued a joint press release with Twilio announcing the completion of the Merger. A copy of the

joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Number		Description

2.1		Agreement and Plan of Merger and Reorganization, dated as of October 15, 2018, by and among SendGrid, Twilio and Merger Sub (incorporated by reference to Exhibit 2.1 to SendGrid’s Current Report on Form 8-K filed with the SEC on October 16, 2018). *

2.2		First Amendment to Agreement and Plan of Merger and Reorganization, dated as of December 13, 2018, by and among SendGrid, Twilio and Merger Sub (incorporated by reference to Annex A to Amendment No. 1 to Form S-4 filed by SendGrid and Twilio with the SEC on December 14, 2018).

3.1		Amended and Restated Certificate of Incorporation of SendGrid.

3.2		Amended and Restated Bylaws of SendGrid.

99.1		Joint press release of SendGrid and Twilio, dated as of February 1, 2019.

* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. SendGrid agrees to furnish a supplemental copy of any omitted schedule to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SendGrid, Inc.


Date: February 1, 2019	By:	/s/ Michael Tognetti
	Name:	Michael Tognetti
	Title:	Senior Vice President, General Counsel

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