SEC Form 4 · accession 0001127602-18-026849
TWILIO INC · TWLO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
George Hu
Officer — Chief Operating Officer
Period of report
Aug 31, 2018
Accepted (ET)
Sep 5, 2018 · 8:10 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 | Aug 31, 2018 | M | 5,000 | $31.72 | A | 204,510 | D | |
| Class A Common StockF3,F1 | Aug 31, 2018 | S | 5,000 | $80.5138 | D | 199,510 | D | |
| Class A Common StockF1 | Sep 4, 2018 | M | 5,000 | $31.72 | A | 204,510 | D | |
| Class A Common StockF4,F1 | Sep 4, 2018 | S | 2,479 | $81.854 | D | 202,031 | D | |
| Class A Common StockF5,F1 | Sep 4, 2018 | S | 1,165 | $82.6334 | D | 200,866 | D | |
| Class A Common StockF6,F1 | Sep 4, 2018 | S | 1,755 | $83.8979 | D | 199,111 | D | |
| Class A Common StockF7,F1 | Sep 4, 2018 | S | 1,026 | $84.8812 | D | 198,085 | D | |
| Class A Common StockF8,F1 | Sep 4, 2018 | S | 631 | $85.8987 | D | 197,454 | D | |
| Class A Common StockF9,F1 | Sep 4, 2018 | S | 1,975 | $87.0338 | D | 195,479 | D | |
| Class A Common StockF10,F1 | Sep 4, 2018 | S | 329 | $87.4427 | D | 195,150 | D | |
| Class A Common StockF1 | Sep 5, 2018 | M | 5,000 | $31.72 | A | 200,150 | D | |
| Class A Common StockF11,F1 | Sep 5, 2018 | S | 400 | $80.4175 | D | 199,750 | D | |
| Class A Common StockF12,F1 | Sep 5, 2018 | S | 3,591 | $81.4495 | D | 196,159 | D | |
| Class A Common StockF13,F1 | Sep 5, 2018 | S | 309 | $82.3959 | D | 195,850 | D | |
| Class A Common StockF14,F1 | Sep 5, 2018 | S | 400 | $84.55 | D | 195,450 | D | |
| Class A Common StockF15,F1 | Sep 5, 2018 | S | 200 | $85.3525 | D | 195,250 | D | |
| Class A Common StockF1 | Sep 5, 2018 | S | 100 | $86.13 | D | 195,150 | 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)F16 | $31.72 | Aug 31, 2018 | M | 5,000 | D | — | Feb 27, 2024 | Class A Common Stock | 5,000 | 788,200 | D |
| Employee Stock Option (right to buy)F16 | $31.72 | Sep 4, 2018 | M | 5,000 | D | — | Feb 27, 2024 | Class A Common Stock | 5,000 | 783,200 | D |
| Employee Stock Option (right to buy)F16 | $31.72 | Sep 5, 2018 | M | 5,000 | D | — | Feb 27, 2024 | Class A Common Stock | 5,000 | 778,200 | D |
| Employee Stock Option (right to buy)F17 | $31.72 | holding | — | — | — | — | Feb 27, 2024 | Class A Common Stock | 185,000 | 185,000 | D |
| Employee Stock Option (right to buy)F18 | $33.01 | holding | — | — | — | — | Feb 19, 2028 | Class A Common Stock | 96,214 | 96,214 | 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.27 to $87.69 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.
- F11The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.00 to $80.98 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.
- F12The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.00 to $81.89 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.
- F13The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.03 to $82.60 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.
- F14The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.08 to $85.07 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.
- F15The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.08 to $85.625 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.
- F16The shares subject to the stock option vest as follows: 25% of the stock option vested on February 28, 2018 and the remaining shares subject to the stock option shall vest in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer through each vesting date.
- F17The shares subject to the stock option vest as follows: 50% of the stock option vested on March 31, 2018 and the remaining shares subject to the stock option shall vest in 24 equal monthly installments thereafter, subject to the Reporting Person's continued service to the Issuer through each vesting date.
- F18The shares subject to the stock option vest as follows: 1/48th of the shares vested on March 15, 2018 and the remaining shares subject to the stock option shall vest in equal monthly installments over the following four years, subject to the Reporting Person's continued service to the Issuer through 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 $79.80 to $80.71 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 $81.26 to $82.23 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.27 to $83.21 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.
- F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.45 to $84.37 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.
- F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.47 to $85.35 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 $85.43 to $86.26 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 $86.42 to $87.24 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.