SEC Form 4 · accession 0001127602-16-056512
TWILIO INC · TWLO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott Campbell Raney
Director
Period of report
Jun 28, 2016
Accepted (ET)
Jun 29, 2016 · 4:41 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 StockF1,F2 | Jun 28, 2016 | C | 37,292 | $0.00 | A | 165,667 | I | See Footnote |
| Common StockF1,F2 | Jun 28, 2016 | C | 3,146,774 | $0.00 | A | 3,312,441 | I | See Footnote |
| Common StockF1,F2 | Jun 28, 2016 | C | 44,208 | $0.00 | A | 3,356,649 | I | See Footnote |
| Common StockF1,F3,F2 | Jun 28, 2016 | J | 3,356,649 | $0.00 | 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 | $0.00 | Jun 28, 2016 | C | 37,292 | D | — | — | Common Stock | 37,292 | 0 | I |
| Series D Preferred StockF2,F5 | $0.00 | Jun 28, 2016 | C | 3,146,774 | D | — | — | Common Stock | 3,146,774 | 0 | I |
| Series E Preferred StockF2,F6 | $0.00 | Jun 28, 2016 | C | 44,208 | D | — | — | Common Stock | 44,208 | 0 | I |
| Class B Common StockF2,F8,F7 | $0.00 | Jun 28, 2016 | J | 3,356,649 | A | — | — | Class A Common Stock | 3,356,649 | 3,356,649 | I |
Explanation of responses
- F1Reflects the conversion of the Issuer's Preferred Stock into Common Stock on a one-for-one basis, which became effective immediately prior to the closing of the Issuer's initial public offering.
- F2The Reporting Person is a managing director of Redpoint Omega II LLC, the general partner of Redpoint Omega II LP ("Omega II LP") and is a manager of Redpoint Omega II Associates LLC ("Omega Associates II"). The Reporting Person shares voting and dispositive power with respect to the shares held directly by Omega II LP and Omega Associates II. The Reporting Person disclaims beneficial ownership of the securities held by Omega II LP and Omega Associates II 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 Omega II LP and Omega Associates II.
- F3Immediately 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.
- F4The Series A Preferred Stock converts into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's Initial Public Offering, all shares of Series A Preferred Stock were converted into shares of Common Stock of the Issuer. Upon such conversion, Series A Preferred Stock held by Omega II LP and Omega Associates II converted into 36,174 shares and 1,118 shares, respectively, of Common Stock.
- F5The Series D Preferred Stock converts into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's Initial Public Offering, all shares of Series D Preferred Stock were converted into shares of Common Stock of the Issuer. Upon such conversion, Series D Preferred Stock held by Omega II LP and Omega Associates II converted into 3,052,372 shares and 94,402 shares, respectively, of Common Stock.
- F6The Series E Preferred Stock converts into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's Initial Public Offering, all shares of Series E Preferred Stock were converted into shares of Common Stock of the Issuer. Upon such conversion, Series E Preferred Stock held by Omega II LP and Omega Associates II converted into 42,882 shares and 1,326 shares, respectively, of Common Stock.
- F7Each 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.
- F83,255,952 of these shares are owned directly by Omega II LP and 100,697 of these shares are owned directly by Omega Associates II.