SEC Form 4 · accession 0001127602-17-035204
TWILIO INC · TWLO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lee Kirkpatrick
Officer — Chief Financial Officer
Period of report
Dec 15, 2017
Accepted (ET)
Dec 19, 2017 · 6:52 pm EST
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 | Dec 15, 2017 | C | 72,779 | $0.00 | A | 134,727 | D | |
| Class A Common StockF2,F1 | Dec 15, 2017 | S | 3,830 | $25.27 | D | 130,897 | D | |
| Class A Common StockF4,F1 | Dec 15, 2017 | S | 7,000 | $25.2864 | D | 123,897 | 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)F5,F6 | $1.24 | Dec 15, 2017 | M | 7,000 | D | — | May 16, 2022 | Class B Common Stock | 7,000 | 387,076 | D |
| Class B Common StockF6,F7 | — | Dec 15, 2017 | M | 7,000 | A | — | — | Class A Common Stock | 7,000 | 119,969 | D |
| Class B Common StockF6,F7 | — | Dec 15, 2017 | C | 72,779 | D | — | — | Class A Common Stock | 72,779 | 47,190 | D |
| Employee Stock Option (right to buy)F8,F6 | $10.09 | holding | — | — | — | — | Dec 30, 2025 | Class B Common Stock | 175,000 | 175,000 | D |
| Employee Stock Option (right to buy)F9 | $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"). 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.
- F3The sales reported were effected pursuant to a 10b5-1 trading plan adopted by the reporting person.
- F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.08 to $25.48 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 option is fully vested and exercisable by the reporting person.
- F6Each 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.
- F7A 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.
- F8The 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.
- 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 on each vesting date.