SEC Form 4 · accession 0001127602-18-025727
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
Aug 15, 2018
Accepted (ET)
Aug 17, 2018 · 7:16 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,F2,F3 | Aug 15, 2018 | S | 1,635 | $73.7144 | D | 60,286 | D | |
| Class A Common StockF3 | Aug 15, 2018 | G | 1,529 | $0.00 | D | 58,757 | D | |
| Class A Common StockF6 | Aug 15, 2018 | G | 1,529 | $0.00 | A | 86,852 | I | By The Kirkpatrick Family Trust |
| Class A Common StockF3 | Aug 16, 2018 | C | 14,000 | $0.00 | A | 72,757 | D | |
| Class A Common StockF8,F3 | Aug 16, 2018 | S | 13,800 | $75.7737 | D | 58,957 | D | |
| Class A Common StockF9,F3 | Aug 16, 2018 | S | 200 | $76.475 | D | 58,757 | 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)F10,F11 | $1.24 | Aug 16, 2018 | M | 14,000 | D | — | May 16, 2022 | Class B Common Stock | 14,000 | 269,432 | D |
| Class B Common StockF11,F12 | — | Aug 16, 2018 | M | 14,000 | A | — | — | Class A Common Stock | 14,000 | 46,607 | D |
| Class B Common StockF11,F12 | — | Aug 16, 2018 | C | 14,000 | D | — | — | Class A Common Stock | 14,000 | 32,607 | D |
| Employee Stock Option (right to buy)F13,F11 | $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 the number of shares sold to cover the statutory tax withholding obligations in connection with the vesting of RSUs. 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.
- F1025% 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.
- F11Each 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.
- F12A portion of these shares represent RSUs. Each RSU represents a contingent right to receive one share of Issuer's Class B Common Stock.
- 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 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.68 to $74.666 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.
- F3A 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.
- F4Represents shares that were contributed by the Reporting Person to the Reporting Person's trust.
- F5Represents the shares received by the Reporting Person's trust.
- F6The Kirkpatrick Family Trust, established 9/28/1999.
- F7The sales reported were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person.
- F8The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.33 to $76.16 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.
- F9The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.40 to $76.55 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.