SEC Form 4 · accession 0001127602-18-033861
TWILIO INC · TWLO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeff Lawson
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Nov 15, 2018
Accepted (ET)
Nov 19, 2018 · 9:08 pm EST
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,F2 | Nov 15, 2018 | F | 5,860 | $83.96 | D | 135,941 | D | |
| Class A Common StockF2 | Nov 15, 2018 | G | 5,957 | $0.00 | D | 129,984 | D | |
| Class A Common StockF5 | Nov 15, 2018 | G | 5,957 | $0.00 | A | 111,202 | I | By Lawson Revocable Trust |
| Class A Common StockF5 | Nov 19, 2018 | C | 20,830 | $0.00 | A | 132,032 | I | By Lawson Revocable Trust |
| Class A Common StockF7,F5 | Nov 19, 2018 | S | 1,700 | $77.2088 | D | 130,332 | I | By Lawson Revocable Trust |
| Class A Common StockF8,F5 | Nov 19, 2018 | S | 1,433 | $78.0356 | D | 128,899 | I | By Lawson Revocable Trust |
| Class A Common StockF9,F5 | Nov 19, 2018 | S | 2,118 | $79.2689 | D | 126,781 | I | By Lawson Revocable Trust |
| Class A Common StockF10,F5 | Nov 19, 2018 | S | 3,666 | $80.0164 | D | 123,115 | I | By Lawson Revocable Trust |
| Class A Common StockF11,F5 | Nov 19, 2018 | S | 3,755 | $81.0246 | D | 119,360 | I | By Lawson Revocable Trust |
| Class A Common StockF12,F5 | Nov 19, 2018 | S | 3,158 | $82.2547 | D | 116,202 | I | By Lawson Revocable Trust |
| Class A Common StockF13,F5 | Nov 19, 2018 | S | 1,000 | $83.055 | D | 115,202 | I | By Lawson Revocable Trust |
| Class A Common StockF14,F5 | Nov 19, 2018 | S | 1,500 | $84.28 | D | 113,702 | I | By Lawson Revocable Trust |
| Class A Common StockF15,F5 | Nov 19, 2018 | S | 200 | $85.34 | D | 113,502 | I | By Lawson Revocable Trust |
| Class A Common StockF16,F5 | Nov 19, 2018 | S | 200 | $86.12 | D | 113,302 | I | By Lawson Revocable Trust |
| Class A Common StockF17,F5 | Nov 19, 2018 | S | 800 | $87.265 | D | 112,502 | I | By Lawson Revocable Trust |
| Class A Common StockF18,F5 | Nov 19, 2018 | S | 1,100 | $88.5886 | D | 111,402 | I | By Lawson Revocable Trust |
| Class A Common StockF19,F5 | Nov 19, 2018 | S | 200 | $89.575 | D | 111,202 | I | By Lawson 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 StockF20,F5 | — | Nov 19, 2018 | C | 20,830 | D | — | — | Class A Common Stock | 20,830 | 6,091,412 | I |
| Class B Common StockF20,F21 | — | holding | — | — | — | — | — | Class A Common Stock | 59,375 | 59,375 | D |
| Class B Common StockF20,F22 | — | holding | — | — | — | — | — | Class A Common Stock | 740,364 | 740,364 | I |
| Class B Common StockF20,F23 | — | holding | — | — | — | — | — | Class A Common Stock | 323,170 | 323,170 | I |
Explanation of responses
- F1Represents shares of Class A common stock that were withheld by the Issuer to satisfy tax withholding obligations of the Reporting Person in connection with the vesting of Restricted Stock Units ("RSUs").
- F10The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.61 to $80.60 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.
- F11The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.65 to $81.56 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 $81.75 to $82.69 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.
- F13The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.80 to $83.68 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 $83.86 to $84.84 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.
- F15The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.93 to $85.75 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.00 to $86.24 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.
- F17The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.06 to $87.98 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.
- F18The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.335 to $89.21 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.
- F19The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.38 to $89.77 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.
- F2A portion of these shares represent RSUs. Each RSU represents the contingent right to receive one share of the Issuer's Class A common stock.
- F20Each 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.
- F21A portion of these shares represent RSUs. Each RSU represents a contingent right to receive one share of Issuer's Class B Common Stock.
- F22Jeffrey Gordon Lawson Trustee of the Lawson 2014 GRAT dated 12/29/14.
- F23JP Morgan Trust Company of Delaware Trustee U/A 12/29/14 Lawson 2014 Irrevocable Trust.
- F3Represents shares that were contributed by the Reporting Person to the Reporting Person's trust.
- F4Represents the shares received by the Reporting Person's trust.
- F5Erica Freeman Lawson and Jeffrey Gordon Lawson Trustees of the Lawson Revocable Trust dated 10/2/11.
- F6The sales reported were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person.
- F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.59 to $77.58 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 $77.59 to $78.32 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 $78.61 to $79.59 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.