SEC Form 4 · accession 0001127602-16-056632

TWILIO INC · TWLO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Chief Executive Officer · Director · 10% Owner

Period of report

Jun 28, 2016

Accepted (ET)

Jun 30, 2016 · 3:03 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	D/I	Nature of ownership
Common Stock^F2	Jun 28, 2016	J	359,078	—	D	I	By Lawson 2014 Irrevocable Trust
Common Stock^F2	Jun 28, 2016	J	822,627	—	D	I	By Lawson 2014 GRAT
Common Stock^F2	Jun 28, 2016	J	7,050,037	—	D	I	By Lawson Revocable Trust
Restricted Stock Units^F3,F2	Jun 28, 2016	J	185,405	—	D	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^F2	—	Jun 28, 2016	J	359,078	A	—	—	Class A Common Stock	359,078	359,078	I
Class B Common Stock^F2	—	Jun 28, 2016	J	822,627	A	—	—	Class A Common Stock	822,627	822,627	I
Class B Common Stock^F2	—	Jun 28, 2016	J	7,050,037	A	—	—	Class A Common Stock	7,050,037	7,050,037	I
Class B Common Stock^F3,F2	—	Jun 28, 2016	J	185,405	A	—	—	Class A Common Stock	185,405	185,405	D
Employee Stock Option (right to buy)^F4	$10.09	Jun 28, 2016	J	380,000	D	—	Dec 30, 2025	Common Stock	380,000	0	D
Employee Stock Option (right to buy)^F4	$10.09	Jun 28, 2016	J	380,000	A	—	Dec 30, 2025	Class B Common Stock	380,000	380,000	D

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 RSUs vest according to the following schedule: equal quarterly installments over 16 quarters from January 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 48 equal monthly installments, with the first installment on February 15, 2016, subject to the Reporting Person's continuous service to the Issuer on each such date. The option is early exercisable by the Reporting Person.