SEC Form 4 · accession 0001127602-18-027970
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
Sep 14, 2018
Accepted (ET)
Sep 18, 2018 · 8:47 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 | Sep 14, 2018 | C | 14,000 | $0.00 | A | 72,757 | D | |
| Class A Common StockF3,F1 | Sep 14, 2018 | S | 5,324 | $86.2658 | D | 67,433 | D | |
| Class A Common StockF4,F1 | Sep 14, 2018 | S | 8,676 | $87.069 | D | 58,757 | D | |
| Class A Common StockF1 | Sep 17, 2018 | C | 9,332 | $0.00 | A | 68,089 | D | |
| Class A Common StockF5,F1 | Sep 17, 2018 | S | 3,636 | $87.01 | D | 64,453 | D | |
| Class A Common StockF1 | Sep 17, 2018 | G | 5,696 | $0.00 | D | 58,757 | D | |
| Class A Common StockF8 | Sep 17, 2018 | G | 5,696 | $0.00 | A | 92,548 | 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 | Sep 14, 2018 | M | 14,000 | D | — | May 16, 2022 | Class B Common Stock | 14,000 | 255,432 | D |
| Class B Common StockF10,F11 | — | Sep 14, 2018 | M | 14,000 | A | — | — | Class A Common Stock | 14,000 | 46,607 | D |
| Class B Common StockF10,F11 | — | Sep 14, 2018 | C | 14,000 | D | — | — | Class A Common Stock | 14,000 | 32,607 | D |
| Employee Stock Option (right to buy)F12,F10 | $10.09 | Sep 17, 2018 | M | 2,040 | D | — | Dec 30, 2025 | Class B Common Stock | 2,040 | 167,131 | D |
| Class B Common StockF10,F11 | — | Sep 17, 2018 | M | 2,040 | A | — | — | Class A Common Stock | 2,040 | 34,647 | D |
| Class B Common StockF10,F13,F11 | — | Sep 17, 2018 | C | 9,332 | D | — | — | Class A Common Stock | 9,332 | 25,315 | 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.
- 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 RSUs. Each RSU represents a contingent right to receive one share of Issuer's Class B Common Stock.
- F12The 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.
- F13A 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.
- 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 $85.61 to $86.6050 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 $86.61 to $87.47 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.
- F5Represents 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.
- F6Represents shares that were contributed by the Reporting Person to the Reporting Person's trust.
- F7Represents the shares received by the Reporting Person's trust.
- F8The Kirkpatrick Family Trust, established 9/28/1999.
- 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.