SEC Form 4 · accession 0001127602-17-030020
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
Oct 16, 2017
Accepted (ET)
Oct 18, 2017 · 6:20 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 | Oct 16, 2017 | C | 1,879 | $0.00 | A | 35,046 | D | |
| Class A Common StockF2,F1 | Oct 16, 2017 | S | 711 | $32.60 | D | 34,335 | D | |
| Class A Common StockF1 | Oct 16, 2017 | G | 1,168 | $0.00 | D | 33,167 | D | |
| Class A Common StockF4 | Oct 16, 2017 | G | 1,168 | $0.00 | A | 1,168 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF5,F6 | — | Oct 16, 2017 | C | 1,879 | D | — | — | Class A Common Stock | 1,879 | 16,913 | D |
| Class B Common StockF5,F4 | — | holding | — | — | — | — | — | Class A Common Stock | 1,172 | 1,172 | I |
| Employee Stock Option (right to buy)F7,F5 | $4.73 | holding | — | — | — | — | Oct 28, 2024 | Class B Common Stock | 210,452 | 210,452 | D |
| Employee Stock Option (right to buy)F8,F5 | $10.09 | holding | — | — | — | — | Dec 30, 2025 | Class B Common Stock | 39,208 | 39,208 | D |
| Employee Stock Option (right to buy)F9 | $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.
- 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.
- F3Represents shares that were contributed by the reporting person to the reporting person's trust.
- F4The Karyn Smith Revocable Trust U/A/D 9/15/06 Amended 12/23/11, Karyn Smith Trustee.
- F5Each 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.
- F6A portion of these shares represent Restricted Stock Units ("RSU's). Each RSU represents a contingent right to receive one share of Issuer's Class B Common Stock.
- F725% 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.
- F8The 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.
- F9The 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.