SEC Form 4 · accession 0001127602-18-030766

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 18, 2018

Accepted (ET)

Oct 22, 2018 · 9:28 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 Stock^F1	Oct 18, 2018	C	2,580	$0.00	A	49,165	D
Class A Common Stock^F3,F1	Oct 18, 2018	S	500	$70.568	D	48,665	D
Class A Common Stock^F4,F1	Oct 18, 2018	S	1,580	$71.6813	D	47,085	D
Class A Common Stock^F5,F1	Oct 18, 2018	S	500	$72.802	D	46,585	D
Class A Common Stock^F6,F7	Oct 18, 2018	S	741	$71.5093	D	2,070	I	By The Karyn Smith Revocable Trust
Class A Common Stock^F8,F7	Oct 18, 2018	S	200	$72.1675	D	1,870	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
Employee Stock Option (right to buy)^F9,F10	$10.09	Oct 18, 2018	M	2,580	D	—	Dec 30, 2025	Class B Common Stock	2,580	27,339	D
Class B Common Stock^F10,F11	—	Oct 18, 2018	M	2,580	A	—	—	Class A Common Stock	2,580	11,976	D
Class B Common Stock^F10,F11	—	Oct 18, 2018	C	2,580	D	—	—	Class A Common Stock	2,580	9,396	D
Class B Common Stock^F10,F7	—	holding	—	—	—	—	—	Class A Common Stock	1,172	1,172	I
Employee Stock Option (right to buy)^F12,F10	$4.73	holding	—	—	—	—	Oct 28, 2024	Class B Common Stock	162,565	162,565	D
Employee Stock Option (right to buy)^F13	$31.96	holding	—	—	—	—	Feb 9, 2027	Class A Common Stock	59,000	59,000	D
Employee Stock Option (right to buy)^F14	$33.01	holding	—	—	—	—	Feb 19, 2028	Class A Common Stock	61,557	61,557	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.
F1225% of the shares subject to this option vested on September 2, 2015, and the remaining shares subject to this option vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service to the Issuer through each vesting date. The option is early exercisable by the Reporting Person.
F13This option shall vest 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 through each vesting date.
F14The shares subject to this option vest in 48 equal monthly installments, with the first installment on March 15, 2018, 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 $70.18 to $70.92 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 $71.22 to $71.97 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 $72.39 to $73.35 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.
F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.95 to $71.86 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.
F7The Karyn Smith Revocable Trust U/A/D 9/15/06 Amended 12/23/11, Karyn Smith Trustee.
F8The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.055 to $72.28 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 shares subject to this option vest in 48 equal monthly installments, with the first installment on February 15, 2016, subject to the Reporting Person's continuous service to the Issuer through each vesting date. The option is early exercisable by the Reporting Person.