SEC Form 4 · accession 0001127602-16-056640

TWILIO INC · TWLO

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

Reporting owner

Karyn Smith

Officer — General Counsel and Secretary

Period of report

Jun 28, 2016

Accepted (ET)

Jun 30, 2016 · 3:16 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 Stock^F2	Jun 28, 2016	J	21,141	—	D	0	I	By Trust
Restricted Stock Units^F3,F2	Jun 28, 2016	J	29,377	—	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 Stock^F2	—	Jun 28, 2016	J	21,141	A	—	—	Class A Common Stock	21,141	21,141	I
Class B Common Stock^F3,F2	—	Jun 28, 2016	J	29,377	A	—	—	Class A Common Stock	29,377	29,377	D
Employee Stock Option (right to buy)^F4	$4.73	Jun 28, 2016	J	218,589	D	—	Oct 28, 2024	Common Stock	218,589	0	D
Employee Stock Option (right to buy)^F4	$4.73	Jun 28, 2016	J	218,589	A	—	Oct 28, 2024	Class B Common Stock	218,589	218,589	D
Employee Stock Option (right to buy)^F5	$10.09	Jun 28, 2016	J	60,135	D	—	Dec 30, 2025	Common Stock	60,135	0	D
Employee Stock Option (right to buy)^F5	$10.09	Jun 28, 2016	J	60,135	A	—	Dec 30, 2025	Class B Common Stock	60,135	60,135	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 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.
F425% of the shares subject to this option vested on September 2, 2015, 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.
F5The 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.