SEC Form 4 · accession 0001127602-18-030569
TWILIO INC · TWLO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Karyn Smith
Officer — General Counsel and Secretary
Period of report
Oct 15, 2018
Accepted (ET)
Oct 17, 2018 · 8:13 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 | Oct 15, 2018 | C | 1,880 | $0.00 | A | 48,465 | D | |
| Class A Common StockF2,F3,F1 | Oct 15, 2018 | S | 939 | $74.551 | D | 47,526 | D | |
| Class A Common StockF1 | Oct 15, 2018 | G | 941 | $0.00 | D | 46,585 | D | |
| Class A Common StockF6 | Oct 15, 2018 | G | 941 | $0.00 | A | 2,811 | I | By The Karyn Smith Revocable Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF7,F8 | — | Oct 15, 2018 | C | 1,880 | D | — | — | Class A Common Stock | 1,880 | 9,396 | D |
| Class B Common StockF7,F6 | — | holding | — | — | — | — | — | Class A Common Stock | 1,172 | 1,172 | I |
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.
- F2Represents 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.
- F3The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.55 to $75.5001 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.
- 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 Karyn Smith Revocable Trust U/A/D 9/15/06 Amended 12/23/11, Karyn Smith Trustee.
- 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 RSUs. Each RSU represents a contingent right to receive one share of Issuer's Class B Common Stock.