SEC Form 4 · accession 0001127602-18-012135
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
Mar 7, 2018
Accepted (ET)
Mar 19, 2018 · 6:38 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 StockF2 | Mar 7, 2018 | G | 76,473 | $0.00 | D | 64,127 | D | |
| Class A Common StockF4 | Mar 7, 2018 | G | 76,473 | $0.00 | A | 76,473 | I | By The Kirkpatrick Family Trust |
| Class A Common StockF2 | Mar 15, 2018 | C | 19,291 | $0.00 | A | 83,418 | D | |
| Class A Common StockF5,F2 | Mar 15, 2018 | S | 3,637 | $41.00 | D | 79,781 | D | |
| Class A Common StockF7,F2 | Mar 15, 2018 | S | 11,700 | $40.5293 | D | 68,081 | D | |
| Class A Common StockF8,F2 | Mar 15, 2018 | S | 300 | $41.0333 | D | 67,781 | D | |
| Class A Common StockF2 | Mar 15, 2018 | G | 3,654 | $0.00 | D | 64,127 | D | |
| Class A Common StockF4 | Mar 15, 2018 | G | 3,654 | $0.00 | A | 80,127 | I | By The Kirkpatrick Family 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)F9,F10 | $1.24 | Mar 15, 2018 | M | 12,000 | D | — | May 16, 2022 | Class B Common Stock | 12,000 | 331,432 | D |
| Class B Common StockF10,F11 | — | Mar 15, 2018 | M | 12,000 | A | — | — | Class A Common Stock | 12,000 | 59,190 | D |
| Class B Common StockF10,F12,F11 | — | Mar 15, 2018 | C | 19,291 | D | — | — | Class A Common Stock | 19,291 | 39,899 | D |
| Employee Stock Option (right to buy)F13,F10 | $10.09 | holding | — | — | — | — | Dec 30, 2025 | Class B Common Stock | 169,171 | 169,171 | D |
| Employee Stock Option (right to buy)F14 | $31.96 | holding | — | — | — | — | Feb 9, 2027 | Class A Common Stock | 95,056 | 95,056 | D |
Explanation of responses
- F1Represents shares that were contributed by the Reporting Person to the Reporting Person's trust.
- F10Each 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.
- F11A portion of these shares represent RSU's. Each RSU represents a contingent right to receive one share of Issuer's Class B Common Stock.
- F12A portion of these shares represent the vesting of RSUs that were converted into shares of Class A common stock in order to effect a sell-to-cover transaction.
- F13The shares subject to this option vest in 34 equal monthly installments, with the first installment on July 15, 2016, subject to the Reporting Person's continuous service to the Issuer on each vesting date. The shares subject to this option are early exercisable by the Reporting Person.
- F14The 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 the Reporting Person's continued service to the Issuer on each vesting date.
- F2A 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.
- F3Represents shares received by the Reporting Person's trust.
- F4The Kirkpatrick Family Trust, established 9/28/1999
- F5Represents 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.
- 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 $39.98 to $40.93 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 $40.99 to $41.11 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.
- F925% of the shares subject to this option vested on May 7, 2013, and the remaining shares subject to this option vested in 36 equal monthly installments thereafter. The option is fully vested and exercisable by the Reporting Person.