SEC Form 4 · accession 0001127602-18-029238

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

Sep 28, 2018

Accepted (ET)

Oct 2, 2018 · 7:03 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
Class A Common Stock^F1	Sep 28, 2018	M	5,000	$31.72	A	200,150	D
Class A Common Stock^F3,F1	Sep 28, 2018	S	2,754	$86.289	D	197,396	D
Class A Common Stock^F4,F1	Sep 28, 2018	S	2,146	$87.2987	D	195,250	D
Class A Common Stock^F1	Sep 28, 2018	S	100	$87.77	D	195,150	D
Class A Common Stock^F1	Oct 1, 2018	M	5,000	$31.72	A	200,150	D
Class A Common Stock^F5,F1	Oct 1, 2018	S	3,361	$83.8012	D	196,789	D
Class A Common Stock^F6,F1	Oct 1, 2018	S	700	$84.5914	D	196,089	D
Class A Common Stock^F7,F1	Oct 1, 2018	S	400	$85.6225	D	195,689	D
Class A Common Stock^F8,F1	Oct 1, 2018	S	439	$86.6054	D	195,250	D
Class A Common Stock^F1	Oct 1, 2018	S	100	$87.05	D	195,150	D
Class A Common Stock^F1	Oct 2, 2018	M	5,000	$31.72	A	200,150	D
Class A Common Stock^F9,F1	Oct 2, 2018	S	1,298	$79.2851	D	198,852	D
Class A Common Stock^F10,F1	Oct 2, 2018	S	1,102	$80.5281	D	197,750	D
Class A Common Stock^F11,F1	Oct 2, 2018	S	1,300	$81.60	D	196,450	D
Class A Common Stock^F12,F1	Oct 2, 2018	S	1,200	$82.53	D	195,250	D
Class A Common Stock^F1	Oct 2, 2018	S	100	$83.09	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)^F13	$31.72	Sep 28, 2018	M	5,000	D	—	Feb 27, 2024	Class A Common Stock	5,000	770,400	D
Employee Stock Option (right to buy)^F13	$31.72	Oct 1, 2018	M	5,000	D	—	Feb 27, 2024	Class A Common Stock	5,000	765,400	D
Employee Stock Option (right to buy)^F13	$31.72	Oct 2, 2018	M	5,000	D	—	Feb 27, 2024	Class A Common Stock	5,000	760,400	D
Employee Stock Option (right to buy)^F14	$31.72	holding	—	—	—	—	Feb 27, 2024	Class A Common Stock	185,000	185,000	D
Employee Stock Option (right to buy)^F15	$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 $79.83 to $80.81 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 $81.05 to $81.99 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 $82.08 to $83.05 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 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.
F14The 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.
F15The 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 $85.86 to $86.76 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 $86.91 to $87.54 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 $83.34 to $84.23 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.
F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.35 to $84.99 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 $85.25 to $85.86 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.
F8The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.31 to $86.84 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 $78.91 to $79.57 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.