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): ~~November 6~~December 21, 2018

SendGrid, Inc.

(Exact ~~name~~Name of Registrant as Specified in ~~Its~~its Charter)

Delaware	001-38275	~~001~~27-~~38275~~0654600	~~27-0654600~~
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(~~Commission~~IRS ~~File~~Employer ~~Number~~Identification No.)	~~(IRS Employer Identification No.)~~
1801 California Street, Suite 500Denver, CO		80202
(Address of Principal Executive Offices)		(Zip Code)

1801 California Street, Suite 500 Denver, CO		80202
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 888-985-7363

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 (see General Instructions A.2. below):

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 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 pursuant to Section 13(a) of the Exchange Act. o ☐

Item 23.0203 Material ~~Results~~Modification ofto ~~Operations~~Rights ~~and~~of ~~Financial~~Security ~~Condition~~Holders.

On The ~~November 6,~~applicable ~~2018,~~information ~~SendGrid, Inc.,~~set aforth ~~Delaware~~in ~~corporation~~Item ~~(the~~8.01 ~~“Company”),~~of ~~issued~~this aCurrent ~~press~~Report ~~release~~on ~~announcing~~Form ~~its corporate and financial results for the three~~8-~~month~~K ~~period ended September 30, 2018. The press release~~ is ~~attached~~incorporated ~~hereto~~by asreference ~~Exhibit 99.1~~in ~~and~~this isItem ~~incorporated herein by reference~~3.03.

~~The~~ Item press release is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended8.01 ~~The~~Other ~~information in this Current Report shall not be incorporated by reference in any filing with the U~~Events.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

~~Item~~ On 9December 19, 2018, the Delaware Chancery Court issued an opinion in Sciabacucchi v.01 ~~Financial~~Salzberg, ~~Statements~~C.A. ~~and~~No. ~~Exhibits~~2017-0931-JTL, invalidating provisions in the certificates of incorporation of Delaware companies that purport to limit to federal court the forum in which a stockholder could bring a claim under the Securities Act of 1933, as amended. The Chancery Court held that a Delaware corporation can only use its constitutive documents to bind a plaintiff to a particular forum where the claim involves rights or relationships established by or under Delaware’s corporate law. This case may be appealed to the Delaware Supreme Court.

Article VII of our amended and restated certificate of incorporation (dthe “Charter”) ~~Exhibits~~ contain a similar federal forum selection provision. In light of the recent Sciabacucchi decision and as permitted by such provision, we do not currently intend to enforce the foregoing federal forum selection provision unless the Sciabacucchi decision is appealed and the Delaware Supreme Court reverses the decision. If there is no appeal of the Sciabacucchi decision or if the Delaware Supreme Court affirms the Chancery Court’s decision, then we intend to seek approval by our stockholders, at our next regularly-scheduled annual meeting of stockholders, to amend the Charter to remove the invalid provision.

Exhibit No.		Description
99.1		Press Release entitled “SendGrid Announces Third Quarter 2018 Results,” dated November 6, 2018.

SIGNATURES

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

SIGNATURES

	SendGrid, Inc.

Date: December 21, 2018	By:	/s/ Michael Tognetti
		Michael Tognetti
		Senior Vice President, General Counsel

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.
Dated: November 6, 2018	By:	/s/ Michael Tognetti
		Michael Tognetti
		Senior Vice President, General Counsel

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