SEC Form 4 · accession 0001127602-19-003909
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
Jan 31, 2019
Accepted (ET)
Feb 4, 2019 · 8:02 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 | Jan 31, 2019 | A | 50,942 | $0.00 | A | 180,926 | D | |
| Class A Common StockF3 | holding | — | — | — | 69,542 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F4 | $111.32 | Jan 31, 2019 | A | 110,697 | A | — | Jan 30, 2029 | Class A Common Stock | 110,697 | 110,697 | D |
| Employee Stock Option (right to buy)F5,F6 | $10.09 | holding | — | — | — | — | Dec 30, 2025 | Class B Common Stock | 316,667 | 316,667 | D |
| Employee Stock Option (right to buy)F7 | $31.96 | holding | — | — | — | — | Feb 9, 2027 | Class A Common Stock | 163,890 | 163,890 | D |
| Employee Stock Option (right to buy)F8 | $33.01 | holding | — | — | — | — | Feb 19, 2028 | Class A Common Stock | 203,589 | 203,589 | D |
Explanation of responses
- F1The shares reported in this transaction represent Restricted Stock Units ("RSUs"), each RSU represents the contingent right to receive one share of the Issuer's Class A common stock. The RSUs shall vest as follows: 33% of the RSUs shall vest on December 31, 2020, 33% of the RSUs shall vest on December 31, 2021 and 34% of the RSUs shall vest on December 31, 2022, subject to the Reporting Person's continued service to the Issuer through each vesting date.
- 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.
- F3Erica Freeman Lawson and Jeffrey Gordon Lawson Trustees of the Lawson Revocable Trust dated 10/2/11.
- F4The stock option vests as follows: 33% of the stock option shall vest on December 31, 2020, 33% of the stock option shall vest on December 31, 2021 and 34% of the stock option shall vest on December 31, 2022, subject to the Reporting Person's continued service to the Issuer through each vesting date.
- F5The 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 continued service to the Issuer through each vesting date. The option is early exercisable by the Reporting Person.
- 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.
- F7This 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.
- F8This option shall vest as follows: 1/48th of the shares subject to the Option shall vest on March 15, 2018 and the remaining shares subject to the Option shall vest in equal monthly installments over the following four years, subject to the continued service to the Issuer through each such vesting date.