FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

Palin Carrie

2. Date of Event Requiring Statement (MM/DD/YYYY)
10/1/2018 

3. Issuer Name and Ticker or Trading Symbol

SendGrid, Inc. [SEND]

(Last)        (First)        (Middle)

C/O SENDGRID, INC., 1801 CALIFORNIA STREET, SUITE 500

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Chief Marketing Officer /

(Street)

DENVER, CO 80202       

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   112295   (1) (2) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  Includes 7,018 shares issued as restricted stock units (an "RSU") under the Issuer's 2017 Equity Incentive Plan (the "Plan"). Subject to the Reporting Person's continuous service to the Issuer (as defined in the Plan) on such date, 100% of the RSU will vest on March 31, 2019.
(2)  Includes 105,277 shares issued as RSUs under the Plan. The RSUs will vest and the shares will be delivered to the Reporting Person in a series of quarterly installments commencing on January 1, 2019 until fully vested on October 1, 2022, provided in each case that the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan.

Remarks:
Exhibit List - Exhibit 24 - Power of Attorney

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

Chief Marketing Officer

Signatures
/s/ Matthew P. Dubofsky, Attorney-in-Fact 10/3/2018
** 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 5(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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