SEC Form 4 · accession 0001127602-17-023957

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

Jul 19, 2017

Accepted (ET)

Jul 20, 2017 · 6:03 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	Owned after	D/I	Nature of ownership
Class A Common Stock^F1	Jul 19, 2017	C	4,213	$0.00	A	37,380	D
Class A Common Stock^F3,F1	Jul 19, 2017	S	4,113	$31.3742	D	33,267	D
Class A Common Stock^F1	Jul 19, 2017	S	100	$31.71	D	33,167	D
Class A Common Stock^F4,F5	Jul 19, 2017	S	1,168	$31.4483	D	0	I	By The Karyn Smith Revocable Trust

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	$10.09	Jul 19, 2017	M	4,213	D	—	Dec 30, 2025	Class B Common Stock	4,213	44,628	D
Class B Common Stock^F7,F8	—	Jul 19, 2017	M	4,213	A	—	—	Class A Common Stock	4,213	23,005	D
Class B Common Stock^F7,F8	—	Jul 19, 2017	C	4,213	D	—	—	Class A Common Stock	4,213	18,792	D
Class B Common Stock^F7,F5	—	holding	—	—	—	—	—	Class A Common Stock	1,172	1,172	I
Employee Stock Option (right to buy)^F9,F7	$4.73	holding	—	—	—	—	Oct 28, 2024	Class B Common Stock	215,458	215,458	D
Employee Stock Option (right to buy)^F10	$31.96	holding	—	—	—	—	Feb 9, 2027	Class A Common Stock	59,000	59,000	D

Explanation of responses

F1A portion of these shares represent Restricted Stock Units ("RSUs"). 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 through each vesting date.
F2The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted 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 $30.69 to $31.65 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.00 to $31.725 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.
F5The Karyn Smith Revocable Trust U/A/D 9/15/06 Amended 12/23/11, Karyn Smith Trustee.
F6The 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.
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 Restricted Stock Units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Class B common stock.
F925% 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.