SEC Form 4 · accession 0001127602-18-002145
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
Jan 16, 2018
Accepted (ET)
Jan 18, 2018 · 8:22 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 | Jan 16, 2018 | C | 1,879 | $0.00 | A | 35,708 | D | |
| Class A Common StockF2,F1 | Jan 16, 2018 | S | 753 | $26.47 | D | 34,955 | D | |
| Class A Common StockF1 | Jan 16, 2018 | G | 1,126 | $0.00 | D | 33,829 | D | |
| Class A Common StockF5 | Jan 16, 2018 | G | 1,126 | $0.00 | A | 1,126 | I | By The Karyn Smith Revocable Trust |
| Class A Common StockF1 | Jan 18, 2018 | C | 4,213 | $0.00 | A | 38,042 | D | |
| Class A Common StockF7,F1 | Jan 18, 2018 | S | 4,213 | $25.536 | D | 33,829 | D | |
| Class A Common StockF8,F5 | Jan 18, 2018 | S | 1,126 | $25.5918 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF9,F10 | — | Jan 16, 2018 | C | 1,879 | D | — | — | Class A Common Stock | 1,879 | 15,034 | D |
| Employee Stock Option (right to buy)F11,F9 | $4.73 | Jan 18, 2018 | M | 3,167 | D | — | Oct 28, 2024 | Class B Common Stock | 3,167 | 195,785 | D |
| Class B Common StockF9,F10 | — | Jan 18, 2018 | M | 3,167 | A | — | — | Class A Common Stock | 3,167 | 18,201 | D |
| Employee Stock Option (right to buy)F12,F9 | $10.09 | Jan 18, 2018 | M | 1,046 | D | — | Dec 30, 2025 | Class B Common Stock | 1,046 | 35,023 | D |
| Class B Common StockF10,F9 | — | Jan 18, 2018 | M | 1,046 | A | — | — | Class A Common Stock | 1,046 | 19,247 | D |
| Class B Common StockF9,F10 | — | Jan 18, 2018 | C | 4,213 | D | — | — | Class A Common Stock | 4,213 | 15,034 | D |
| Employee Stock Option (right to buy)F13 | $31.96 | holding | — | — | — | — | Feb 9, 2027 | Class A Common Stock | 59,000 | 59,000 | D |
| Class B Common StockF9,F5 | — | holding | — | — | — | — | — | Class A Common Stock | 1,172 | 1,172 | I |
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.
- F10A 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.
- F1125% 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.
- F12The 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.
- F13The 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.
- 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.
- F4Represents the shares received by the Reporting Person's Trust.
- F5The Karyn Smith Revocable Trust U/A/D 9/15/06 Amended 12/23/11, Karyn Smith Trustee.
- F6The sales reported were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person.
- F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.23 to $25.80 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.
- F8The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.27 to $25.80 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.
- F9Each 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.