SEC Form 4 · accession 0001127602-16-056627
TWILIO INC · TWLO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lee Kirkpatrick
Officer — Chief Financial Officer
Period of report
Jun 28, 2016
Accepted (ET)
Jun 30, 2016 · 2:19 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 StockF2 | Jun 28, 2016 | J | 10,000 | — | D | 0 | D | |
| Restricted Stock UnitsF3,F2 | Jun 28, 2016 | J | 87,500 | — | D | 0 | D |
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 | — | Jun 28, 2016 | J | 10,000 | A | — | — | Class A Common Stock | 10,000 | 10,000 | D |
| Class B Common StockF3,F2 | — | Jun 28, 2016 | J | 87,500 | A | — | — | Class A Common Stock | 87,500 | 97,500 | D |
| Employee Stock Option (right to buy)F4 | $10.09 | Jun 28, 2016 | J | 175,000 | D | — | Dec 30, 2025 | Common Stock | 175,000 | 0 | D |
| Employee Stock Option (right to buy)F4 | $10.09 | Jun 28, 2016 | J | 175,000 | A | — | Dec 30, 2025 | Class B Common Stock | 175,000 | 175,000 | D |
| Employee Stock Option (right to buy)F5 | $1.24 | Jun 28, 2016 | J | 611,265 | D | — | May 16, 2022 | Common Stock | 611,265 | 0 | D |
| Employee Stock Option (right to buy)F5 | $1.24 | Jun 28, 2016 | J | 611,265 | A | — | May 16, 2022 | Class B Common Stock | 611,265 | 611,265 | D |
Explanation of responses
- F1Immediately 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.
- F2Each 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.
- F3These shares represent Restricted Stock Units ("RSU's). Each RSU represents a contingent right to receive one share of Issuer's Common Stock (Class B Common Stock after reclassification). The RSU vests according to the following schedule: 12 equal quarterly installments starting on June 15, 2016, subject to the Reporting Person's continued employment with the Issuer through each vesting date. In addition, the RSUs were originally subject to a liquidity condition, which has been satisfied.
- F4The shares subject to this option vest in 34 equal monthly installments, with the first installment on May 7, 2012. The option is early exercisable by the Reporting Person.
- F525% of the shares subject to this option vested on May 7, 2013, and the remaining shares subject to this option vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous service to the Issuer on each such date. The option is early exercisable by the Reporting Person.