SEC Form 4/A · accession 0000899243-19-004327
TWILIO INC · TWLO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Byron B Deeter
Director
Period of report
Feb 1, 2019
Accepted (ET)
Feb 20, 2019 · 8:51 pm EST
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 StockF1,F7,F2 | Feb 1, 2019 | A | 2,740 | — | A | 12,640 | D | |
| Class A Common StockF3,F4 | Feb 1, 2019 | A | 3,079,413 | — | A | 3,079,413 | I | See footnote |
| Class A Common StockF5,F7,F1,F6 | Feb 1, 2019 | A | 18,608 | — | A | 329,175 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger and Reorganization, dated October 15, 2018, by and between Twilio Inc. ("Twilio"), SendGrid, Inc. ("SendGrid") and Topaz Merger Subsidiary, Inc., as amended on December 13, 2018 (the "Merger Agreement"), (i) each share of common stock of SendGrid was canceled and automatically converted into 0.485 shares of Class A Common Stock of Twilio, with fractional shares being paid in cash as provided in the Merger Agreement, and (ii) each restricted stock unit ("RSU") representing a share of SendGrid common stock was cancelled and automatically converted into 0.485 fully-vested shares of Class A Common Stock of Twilio, rounded down to the nearest whole share. Mr. Deeter held 5,651 SendGrid RSUs that pursuant to the Merger Agreement converted into 2,740 fully-vested shares of Class A Common Stock of Twilio.
- F2Includes (i) 6,005 shares of Class A Common Stock and (ii) 3,895 restricted stock units previously granted to Mr. Deeter, each of which units represents a contingent right to receive one share of Class A Common Stock of Twilio upon vesting.
- F3Represents 1,681,359 and 1,398,054 shares received by Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst") and Bessemer Venture Partners VIII .L.P ("BVP VIII" and together with BVP VIII Inst, the "BVP VIII Funds"), respectively, pursuant to the Merger Agreement.
- F4Deer VIII & Co. Ltd. ("Deer VIII Ltd.") is the general partner of Deer VIII & Co. L.P. ("Deer VIII L.P."), which is the general partner of the BVP VIII Funds. Mr. Deeter is a director of Deer VIII Ltd. Mr. Deeter disclaims beneficial ownership of the securities held by the BVP VIII 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 such securities by virtue of his interest in Deer VIII Ltd, his interest in Deer VIII L.P., and his indirect limited partnership interest in the BVP VIII Funds.
- F5The Byron B. Deeter and Allison K. Deeter Trustees UTD July 28, 2000 held 38,368 shares of common stock of SendGrid that pursuant to the Merger Agreement converted into 18,608 shares of Class A Common Stock of Twilio.
- F6These shares are held by the Byron B. Deeter and Allison K. Deeter Trustees UTD July 28, 2000.
- F7This form is being amended to reflect the indirect ownership of the 38,368 shares of common stock of SendGrid held by the Byron B. Deeter and Allison K. Deeter Trustees UTD July 28, 2000 that pursuant to the Merger Agreement converted into 18,608 shares of Class A Common Stock of Twilio.