SEC Form 4 · accession 0001104659-16-129872
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
Jun 28, 2016
Accepted (ET)
Jun 28, 2016 · 9:41 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 |
|---|---|---|---|---|---|---|---|---|
| Common StockF9,F2,F3 | Jun 28, 2016 | J | 128,375 | — | D | 0 | I | See footnotes |
| Common StockF1,F2,F4 | Jun 28, 2016 | C | 436,994 | $0.00 | A | 565,369 | I | See footnotes |
| Common StockF1,F2,F5 | Jun 28, 2016 | C | 8,728,534 | $0.00 | A | 9,293,903 | I | See footnotes |
| Common StockF1,F2,F6 | Jun 28, 2016 | C | 6,025,808 | $0.00 | A | 15,319,711 | I | See footnotes |
| Common StockF1,F2,F7 | Jun 28, 2016 | C | 5,156,216 | $0.00 | A | 20,475,927 | I | See footnotes |
| Common StockF1,F2,F8 | Jun 28, 2016 | C | 88,417 | $0.00 | A | 20,564,344 | I | See footnotes |
| Common StockF10,F2,F11 | Jun 28, 2016 | J | 20,564,344 | — | D | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF2,F4,F1 | — | Jun 28, 2016 | C | 436,994 | D | — | — | Common Stock | 436,994 | 0 | I |
| Series B Preferred StockF2,F5,F1 | — | Jun 28, 2016 | C | 8,728,534 | D | — | — | Common Stock | 8,728,534 | 0 | I |
| Series C Preferred StockF2,F6,F1 | — | Jun 28, 2016 | C | 6,025,808 | D | — | — | Common Stock | 6,025,808 | 0 | I |
| Series D Preferred StockF2,F7,F1 | — | Jun 28, 2016 | C | 5,156,216 | D | — | — | Common Stock | 5,156,216 | 0 | I |
| Series E Preferred StockF2,F8,F1 | — | Jun 28, 2016 | C | 88,417 | D | — | — | Common Stock | 88,417 | 0 | I |
| Class B Common StockF2,F11,F10 | — | Jun 28, 2016 | J | 20,564,344 | A | — | — | Class A Common Stock | 20,564,344 | 20,564,344 | I |
Explanation of responses
- F1The aggregate number of shares of Issuer's Preferred Stock held by the Reporting Person converted into Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. These shares converted into Common Stock on a 1-for-1 basis.
- F10Each 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.
- F11399,702 of these shares are owned directly by 15 Angels, LLC, 2,823,048 of these shares are owned directly by BVP VII Inst, 6,452,683 of these shares are owned directly by BVP VII and 10,888,911 of these shares are owned directly by BVP VII SOF.
- F2Deer VII & Co. Ltd. ("Deer Ltd.") is the general partner of Deer VII & Co. L.P. ("Deer 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 is a wholly owned subsidiary of BVP VII Inst (BVP VII SOF, together with 15 Angels, LLC, BVP VII Inst and BVP VII, collectively, 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.
- F317,972 of these shares were owned directly by BVP VII Inst, 41,080 shares were owned directly by BVP VII and 69,323 shares were owned directly by BVP VII SOF.
- F4Reflects the conversion of the Issuer's Preferred Stock into Common Stock on a 1-for-1 basis, which became effective immediately prior to the closing of the Issuer's initial public offering. 399,702 of these shares were owned directly by 15 Angels LLC, 5,220 of these shares were owned directly by BVP VII Inst, 11,934 of these shares were owned directly by BVP VII and 20,138 of these shares were owned directly by BVP VII SOF.
- F5Reflects the conversion of the Issuer's Preferred Stock into Common Stock on a 1-for-1 basis, which became effective immediately prior to the closing of the Issuer's initial public offering. 1,221,994 of these shares were owned directly by BVP VII Inst, 2,793,130 of these shares were owned directly by BVP VII and 4,713,410 of these shares were owned directly by BVP VII SOF.
- F6Reflects the conversion of the Issuer's Preferred Stock into Common Stock on a 1-for-1 basis, which became effective immediately prior to the closing of the Issuer's initial public offering. 843,614 of these shares were owned directly by BVP VII Inst, 1,928,258 of these shares were owned directly by BVP VII and 3,253,936 of these shares were owned directly by BVP VII SOF.
- F7Reflects the conversion of the Issuer's Preferred Stock into Common Stock on a 1-for-1 basis, which became effective immediately prior to the closing of the Issuer's initial public offering. 721,870 of these shares were owned directly by BVP VII Inst, 1,649,988 of these shares were owned directly by BVP VII and 2,784,358 of these shares were owned directly by BVP VII SOF.
- F8Reflects the conversion of the Issuer's Preferred Stock into Common Stock on a 1-for-1 basis, which became effective immediately prior to the closing of the Issuer's initial public offering. 12,378 of these shares were owned directly by BVP VII Inst, 28,293 of these shares were owned directly by BVP VII and 47,746 of these shares were owned directly by BVP VII SOF.
- F9Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.