SEC Form 4 · accession 0000899243-17-020944
TWILIO INC · TWLO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
BVP VII SPECIAL OPPORTUNITY FUND LP
10% Owner
Bessemer Venture Partners VII L.P.
10% Owner
Deer VII & Co. Ltd.
10% Owner
Deer VII & Co. L.P.
10% Owner
15 Angels LLC
10% Owner
Period of report
Aug 22, 2017
Accepted (ET)
Aug 23, 2017 · 6:43 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 StockF2,F1,F4 | Aug 22, 2017 | C | 2,056,434 | $0.00 | A | 2,056,434 | I | See Footnotes |
| Class A Common StockF5,F4 | Aug 22, 2017 | J | 2,056,434 | $0.00 | D | 0 | I | See Footnotes |
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 StockF2,F1,F3,F4 | — | Aug 22, 2017 | C | 2,056,434 | D | — | — | Class A Common Stock | 2,056,434 | 9,253,955 | I |
Explanation of responses
- F1Each share of Class B Common Stock is convertible without payment or consideration into one share of Class A Common Stock at the option of the holder and has no expiration date.
- F2Represents 645,268 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners VII L.P. ("BVP VII"), 282,305 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners VII Institutional L.P. ("BVP VII Inst"), 1,088,891 shares converted from Class B Common Stock to Class A Common Stock by BVP Special Opportunity Fund VII L.P. ("BVP VII SOF"), and 39,970 shares converted from Class B Common Stock to Class A Common Stock by 15 Angels LLC ("BVP 15A" and together with BVP VII, BVP VII Inst, and BVP VII SOF, the "Funds").
- F3After the conversion, 2,903,707 shares of Class B Common Stock are held by BVP VII, 1,270,372 shares of Class B Common Stock are held by BVP VII Inst, 4,900,009 shares of Class B Common Stock are held by BVP VII SOF and 179,867 shares of Class B Common Stock are held by BVP 15A.
- F4Deer VII & Co. Ltd. ("Deer Ltd.") is the general partner of Deer VII & Co. L.P. ("Deer L.P."), which is the general partner of each of the Funds. Deer Ltd. and Deer L.P. disclaim beneficial ownership of the securities held by the Funds, and this report shall not be deemed an admission that Deer Ltd. and Deer L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Funds.
- F5On August 22, 2017, BVP VII, BVP VII Inst, BVP VII SOF, and BVP 15A distributed, for no consideration, 645,268, 282,305, 1,088,891 and 39,970 shares (collectively, the "Shares"), respectively, of Class A Common Stock (the "DIK") to their limited partners and to Deer L.P., representing each such partner's pro rata interest in such Shares. On the same date, one or more of such limited partner(s) distributed, for no consideration, the Shares to certain of its or their members in an amount equal to each such member's or members' respective pro rata interests in the Shares. Finally, on the same date, Deer L.P. distributed, for no consideration, the Shares it received from the distributions to its members in an amount equal to each such member's pro rata interest in the Shares. All of the aforementioned distributions were made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.