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EX-23.1 - EX-23.1 - SendGrid, Inc.a17-18126_11ex23d1.htm
EX-5.1 - EX-5.1 - SendGrid, Inc.a17-18126_11ex5d1.htm

 

As filed with the Securities and Exchange Commission on November 14 , 2017

Registration No. 333-       

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM S-1

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 


 

SendGrid, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

7372

27-0554600

(State or other jurisdiction of incorporation
or organization)

(Primary Standard Industrial Classification Code
Number)

(I.R.S. Employer Identification
Number)

 

1801 California Street, Suite 500
Denver, CO 80202
(888) 985-7363

(Address, including zip code and telephone number, including
area code, of registrant’s principal executive offices)

 


 

Sameer Dholakia
Chief Executive Officer

SendGrid, Inc.
1801 California Street, Suite 500
Denver, CO 80202
(888) 985-7363

(Name, address, including zip code and telephone number, including
area code, of agent for service)

 


 

Copies to:

 

Michael L. Platt
Eric C. Jensen
Matthew P. Dubofsky
Cooley LLP
380 Interlocken Crescent, Suite 900
Broomfield, CO 80021
(720) 566-4000

 

Michael Tognetti
General Counsel
SendGrid, Inc.
1801 California Street, Suite 500
Denver, CO 80202
(888) 985-7363

 

Sarah K. Solum
Davis Polk & Wardwell LLP
1600 El Camino Real
Menlo Park, CA 94025
(650) 752-2000

 


 

Approximate date of commencement of proposed sale to the public:

 

As soon as practicable after this Registration Statement becomes effective.

 


 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box.    ¨

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    x (File No. 333- 221003)

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

 


 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer x (Do not check if a smaller reporting company)

Smaller reporting company ¨

 

Emerging growth company x

 


 

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 to Section 7(a)(2)(B) of the Securities Act. ¨

 


 

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

 

 

 

 

 

Title of Each Class of Securities to be
Registered

 

Amount to be
Registered(1)(2)

 

Proposed
Maximum
Offering
Price per Share(3)

 

Proposed
Maximum
Aggregate
Offering Price

 

Amount of
Registration Fee

 

Common Stock, $0.001 par value per share

 

575,000

 

$

16.00

 

$

9,200,000

 

$

1,145.40

 

(1)          Includes 75,000 shares that the underwriters have the option to purchase.

(2)          The 575,000 shares to be registered pursuant to this Registration Statement are in addition to the 8,855,000 shares registered pursuant to the Registration Statement on Form S-1 (File No. 333-221003).

(3)          Based on the public offering price.

 


 

This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 



 

EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE

 

Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, SendGrid, Inc. (the “Registrant”) is filing this Registration Statement on Form S-1 (this “Registration Statement”) with the Securities and Exchange Commission (the “Commission”). This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File No. 333-221003) (the “Prior Registration Statement”), which the Registrant originally filed with the Commission on October 18, 2017, and which the Commission declared effective on November 14, 2017.

 

The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of shares of Common Stock offered by the Registrant by 575,000 shares, 75,000 of which may be sold by the Registrant in the event the underwriters exercise their option to purchase additional shares of Common Stock of the Registrant. The additional shares of Common Stock that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. The information set forth in the Prior Registration Statement and all exhibits to the Prior Registration Statement are hereby incorporated by reference into this Registration Statement.

 

The required opinion and consents are listed on the Exhibit Index filed herewith.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on the 14th day of November, 2017.

 

 

SendGrid, Inc.

 

 

 

By:

/s/ Sameer Dholakia

 

 

Sameer Dholakia
President and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ Sameer Dholakia

 

President, Chief Executive Officer and Director

 

November 14, 2017

Sameer Dholakia

 

(Principal Executive Officer)

 

 

 

 

 

 

 

/s/ Yancey Spruill

 

Chief Financial Officer

 

 

Yancey Spruill

 

(Principal Financial Officer and Principal

 

November 14, 2017

 

 

Accounting Officer)

 

 

 

 

 

 

 

*

 

Director

 

November 14, 2017

Byron B. Deeter

 

 

 

 

 

 

 

 

 

*

 

Director

 

November 14, 2017

Warren Adelman

 

 

 

 

 

 

 

 

 

*

 

Director

 

November 14, 2017

Ajay Agarwal

 

 

 

 

 

 

 

 

 

*

 

Director

 

 

Fred Ball

 

 

 

November 14, 2017

 

 

 

 

 

*

 

Director

 

November 14, 2017

Hilary Schneider

 

 

 

 

 

 

 

 

 

*

 

Director

 

November 14, 2017

Sri Viswanath

 

 

 

 

 

*By:

/s/ Sameer Dholakia

 

 

Sameer Dholakia

 

 

Attorney-in-Fact

 

 

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