SEC Form 4 · accession 0001127602-17-021833
TWILIO INC · TWLO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Lee Kirkpatrick
Officer — Chief Financial Officer
Period of report
Jun 15, 2017
Accepted (ET)
Jun 19, 2017 · 8:22 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 |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Jun 15, 2017 | C | 10,851 | $0.00 | A | 69,336 | D | |
| Class A Common StockF3,F1 | Jun 15, 2017 | S | 3,851 | $25.4407 | D | 65,485 | D | |
| Class A Common StockF5,F1 | Jun 15, 2017 | S | 7,000 | $25.8952 | D | 58,485 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F6,F7 | $1.24 | Jun 15, 2017 | M | 7,000 | D | — | May 16, 2022 | Class B Common Stock | 7,000 | 467,076 | D |
| Class B Common StockF7,F8 | — | Jun 15, 2017 | M | 7,000 | A | — | — | Class A Common Stock | 7,000 | 121,112 | D |
| Class B Common StockF7,F8 | — | Jun 15, 2017 | C | 10,851 | D | — | — | Class A Common Stock | 10,851 | 110,261 | D |
| Employee Stock Option (right to buy)F9,F7 | $10.09 | holding | — | — | — | — | Dec 30, 2025 | Class B Common Stock | 175,000 | 175,000 | D |
| Employee Stock Option (right to buy)F10 | $31.96 | holding | — | — | — | — | Feb 9, 2027 | Class A Common Stock | 95,056 | 95,056 | D |
Explanation of responses
- F1A portion of these shares represent Restricted Stock Units ("RSUs") previously reported on a Form 4 filed February 14, 2017. Each RSU represents the contingent right to receive one share of the Issuer's Class A common stock.
- F10The Stock Option ("Option") shall vest as follows: 1/4th of the Option shall vest on January 1, 2018, and 1/48th of the Option shall vest monthly thereafter, subject to continued service to the Issuer on each vesting date.
- F2Represents the number of shares sold to cover the statutory tax withholding obligations in connection with the vesting of restricted stock units. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of minimum statutory tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary sale by the reporting person.
- F3The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.44 to $25.5556 per share, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F4The sales reported were effected pursuant to a 10b5-1 trading plan adopted by the reporting person.
- F5The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.47 to $32.57 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F625% 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.
- 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.
- F8A portion of these shares represent RSUs. Each RSU represents a contingent right to receive one share of the Issuer's Class B common stock.
- F9The shares subject to this option vest in 34 equal monthly installments, with the first installment on July 15, 2016. The option is early exercisable by the reporting person.