SEC Form 4 · accession 0001127602-19-002320
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
Jan 15, 2019
Accepted (ET)
Jan 17, 2019 · 6:21 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 | Jan 15, 2019 | C | 1,879 | $0.00 | A | 44,577 | D | |
| Class A Common StockF2,F1 | Jan 15, 2019 | S | 733 | $98.52 | D | 43,844 | D | |
| Class A Common StockF1 | Jan 15, 2019 | G | 1,146 | $0.00 | D | 42,698 | D | |
| Class A Common StockF5 | Jan 15, 2019 | G | 1,146 | $0.00 | A | 3,967 | 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 StockF6,F7 | — | Jan 15, 2019 | C | 1,879 | D | — | — | Class A Common Stock | 1,879 | 7,517 | D |
| Class B Common StockF6,F5 | — | 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 Restricted Stock Units ("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.
- 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.
- F5The Karyn Smith Revocable Trust U/A/D 9/15/06 Amended 12/23/11, Karyn Smith Trustee.
- F6Each 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.
- F7A portion of these shares represent RSUs. Each RSU represents a contingent right to receive one share of Issuer's Class B Common Stock.