SEC Form 4 · accession 0001127602-18-014977
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
Apr 17, 2018
Accepted (ET)
Apr 19, 2018 · 7:36 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 | Apr 17, 2018 | C | 12,000 | $0.00 | A | 76,127 | D | |
| Class A Common StockF3,F1 | Apr 17, 2018 | S | 7,900 | $40.6747 | D | 68,227 | D | |
| Class A Common StockF4,F1 | Apr 17, 2018 | S | 4,100 | $41.1198 | D | 64,127 | D | |
| Class A Common StockF5 | holding | — | — | — | 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)F6,F7 | $1.24 | Apr 17, 2018 | M | 12,000 | D | — | May 16, 2022 | Class B Common Stock | 12,000 | 319,432 | D |
| Class B Common StockF7,F8 | — | Apr 17, 2018 | M | 12,000 | A | — | — | Class A Common Stock | 12,000 | 51,899 | D |
| Class B Common StockF7,F8 | — | Apr 17, 2018 | C | 12,000 | D | — | — | Class A Common Stock | 12,000 | 39,899 | D |
| Employee Stock Option (right to buy)F9 | $10.09 | holding | — | — | — | — | Dec 30, 2025 | Class B Common Stock | 169,171 | 169,171 | D |
| Employee Stock Option (right to buy)F10 | $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.
- F10The stock option vests 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.
- F2The sales reported were effected pursuant to a 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 $39.88 to $40.86 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 $40.88 to $41.31 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 Kirkpatrick Family Trust, established 9/28/1999.
- F625% 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.
- 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 RSU's. Each RSU represents a contingent right to receive one share of Issuer's Class B Common Stock.
- F9The 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.