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 pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ 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).


CUSIP No. 816883102		Page 2 of 13 Pages

(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”) Bradley A. Feld (“Feld”), Seth Levine (“Levine”), Ryan McIntyre (“McIntyre”) and Jason A. 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.


CUSIP No. 816883102		Page 3 of 13 Pages

(1)	This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.


CUSIP No. 816883102		Page 4 of 13 Pages

(1)	This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.


CUSIP No. 816883102		Page 5 of 13 Pages

(1)	This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.


CUSIP No. 816883102		Page 6 of 13 Pages

(1)	This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.


CUSIP No. 816883102		Page 7 of 13 Pages

(1)	This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.


CUSIP No. 816883102		Page 8 of 13 Pages

(1)	This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.


CUSIP No. 816883102		Page 9 of 13 Pages

(1)	This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)	This percentage is calculated based upon 47,357,102 shares of the Common Stock outstanding as of October 31, 2018 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2018, filed with the Securities and Exchange Commission on November 6, 2018.


CUSIP No. 816883102		Page 10 of 13 Pages

Item 1(a)

Name of Issuer

SendGrid, Inc.

Item 1(b)

Address of Issuer’s Principal Executive Offices

1801 California Street, Suite 500

Denver, Colorado 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

Bradley A. Feld

Seth Levine

Ryan McIntyre

Jason A. Mendelson

Item 2(b)

Address of Principal Business Office or, if none, Residence

1050 Walnut Street, Suite 210

Boulder, Colorado 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:

Bradley A. Feld - United States of America

Seth Levine - United States of America

Ryan McIntyre - United States of America

Jason A. 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


CUSIP No. 816883102		Page 11 of 13 Pages

(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 9

Notice of Dissolution of Group

Not applicable.

Item 10

Certification

Not applicable.


CUSIP No. 816883102		Page 12 of 13 Pages

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 1, 2019.


FOUNDRY GROUP SELECT FUND, L.P.

By: Foundry Select Fund GP, LLC
Its: General Partner

By:		/s/ Jason A. Mendelson
Name:		Jason A. Mendelson
Title:		Managing Member

FOUNDRY VENTURE CAPITAL 2007, L.P.

By: Foundry Venture 2007, LLC
Its: General Partner

By:		/s/ Jason A. Mendelson
Name:		Jason A. Mendelson
Title:		Managing Member

FOUNDRY SELECT FUND GP, LLC

By:		/s/ Jason A. Mendelson
Name:		Jason A. Mendelson
Title:		Managing Member

FOUNDRY VENTURE 2007, LLC

By:		/s/ Jason A. Mendelson
Name:		Jason A. Mendelson
Title:		Managing Member

/s/ Bradley A. Feld
Bradley A. Feld

/s/ Seth Levine
Seth Levine

/s/ Ryan McIntyre
Ryan McIntyre

/s/ Jason A. Mendelson
Jason A. Mendelson

EXHIBITS

A- Joint Filing Statement

Name of Reporting Persons

Foundry Venture Capital 2007, L.P.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☒ (1)

SEC USE ONLY

Citizenship or Place of Organization

Delaware

SendGrid, Inc. SC 13G/A