Attached files
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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 |
(Primary Standard Industrial Classification Code |
(I.R.S. Employer Identification |
1801 California Street, Suite 500
Denver, CO 80202
(888) 985-7363
(Address, including zip code and telephone number, including
area code, of registrants 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 |
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Michael Tognetti |
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Sarah K. Solum |
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 ¨ |
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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
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Title of Each Class of Securities to be |
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Amount to be |
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Proposed |
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Proposed |
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Amount of |
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Common Stock, $0.001 par value per share |
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575,000 |
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$ |
16.00 |
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$ |
9,200,000 |
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1,145.40 |
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(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.
EXHIBIT INDEX
Exhibit |
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Description of Exhibit |
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5.1 |
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23.1 |
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Consent of KPMG LLP, independent registered public accounting firm. |
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23.2 |
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24.1 |
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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.
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SendGrid, Inc. | |
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By: |
/s/ Sameer Dholakia |
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Sameer Dholakia |
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 |
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Title |
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Date |
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/s/ Sameer Dholakia |
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President, Chief Executive Officer and Director |
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November 14, 2017 |
Sameer Dholakia |
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(Principal Executive Officer) |
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/s/ Yancey Spruill |
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Chief Financial Officer |
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Yancey Spruill |
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(Principal Financial Officer and Principal |
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November 14, 2017 |
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Accounting Officer) |
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* |
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Director |
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November 14, 2017 |
Byron B. Deeter |
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Director |
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November 14, 2017 |
Warren Adelman |
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Director |
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November 14, 2017 |
Ajay Agarwal |
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Director |
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Fred Ball |
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November 14, 2017 |
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Director |
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November 14, 2017 |
Hilary Schneider |
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Director |
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November 14, 2017 |
Sri Viswanath |
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*By: |
/s/ Sameer Dholakia |
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Sameer Dholakia |
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Attorney-in-Fact |
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