SEC Form 4 · accession 0000899243-16-032237

TWILIO INC · TWLO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Byron B Deeter

Director

Period of report

Oct 20, 2016

Accepted (ET)

Oct 24, 2016 · 5:47 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001447669

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F3,F1,F2	Oct 20, 2016	C	0	$0.00	A	0	I	See footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^F3,F4,F2,F1	—	Oct 20, 2016	C	0	D	—	—	Class A Common Stock	0	0	I

Explanation of responses

F1Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.
F2The Reporting Person is a director of Deer VII & Co. Ltd., which is the general partner of Deer VII & Co. L.P., which is the general partner of Bessemer Venture Partners VII Institutional LP ("BVP VII Inst"), Bessemer Venture Partners VII, LP ("BVP VII") and BVP VII Special Opportunity Fund LP ("BVP VII SOF"). 15 Angels, LLC ("15 Angels" and, together with BVP VII SOF, BVP VII Inst and BVP VII, the "Funds") is a wholly-owned subsidiary of BVP VII Inst. The Reporting Person disclaims beneficial ownership of the securities held by the Funds, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in the securities by virtue of his interest in Deer VII & Co. Ltd., his interest in Deer VII & Co. L.P. and his indirect limited partnership interest in the Funds.
F3In connection with the registered public offering of shares of the Issuer's Class A Common Stock, pursuant to a final prospectus dated October 20, 2016, which offering is expected to be consummated on or about October 26, 2016, BVP VII Inst converted 423,457 shares of Class B Common Stock into Class A Common Stock, BVP VII converted 967,902 shares of Class B Common Stock into Class A Common Stock, BVP VII SOF converted 1,633,337 shares of Class B Common Stock into Class A Common Stock, and 15 Angels converted 59,955 shares of Class B Common Stock into Class A Common Stock.
F4After the reported transaction, BVP VII Inst owned 2,399,591 shares of the Class B Common Stock, BVP VII owned 5,484,781 shares of Class B Common Stock, BVP VII SOF owned 9,255,574 shares of Class B Common Stock, and 15 Angels owned 339,747 shares of Class B Common Stock.