SEC Form 4 · accession 0001127602-19-003928
TWILIO INC · TWLO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
George Hu
Officer — Chief Operating Officer
Period of report
Jan 31, 2019
Accepted (ET)
Feb 4, 2019 · 8:54 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 | 33,961 | $0.00 | A | 213,840 | D | |
| Class A Common StockF2 | Jan 31, 2019 | M | 5,000 | $31.72 | A | 218,840 | D | |
| Class A Common StockF4,F2 | Jan 31, 2019 | S | 200 | $104.015 | D | 218,640 | D | |
| Class A Common StockF2 | Jan 31, 2019 | S | 100 | $108.99 | D | 218,540 | D | |
| Class A Common StockF5,F2 | Jan 31, 2019 | S | 1,000 | $110.912 | D | 217,540 | D | |
| Class A Common StockF6,F2 | Jan 31, 2019 | S | 2,800 | $111.6041 | D | 214,740 | D | |
| Class A Common StockF7,F2 | Jan 31, 2019 | S | 900 | $112.5922 | D | 213,840 | D | |
| Class A Common StockF2 | Feb 1, 2019 | M | 5,000 | $31.72 | A | 218,840 | D | |
| Class A Common StockF8,F2 | Feb 1, 2019 | S | 3,124 | $111.4147 | D | 215,716 | D | |
| Class A Common StockF9,F2 | Feb 1, 2019 | S | 1,676 | $112.096 | D | 214,040 | D | |
| Class A Common StockF10,F2 | Feb 1, 2019 | S | 200 | $112.925 | D | 213,840 | D |
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)F11 | $31.72 | Jan 31, 2019 | M | 5,000 | D | — | Feb 27, 2024 | Class A Common Stock | 5,000 | 699,200 | D |
| Employee Stock Option (right to buy)F11 | $31.72 | Feb 1, 2019 | M | 5,000 | D | — | Feb 27, 2024 | Class A Common Stock | 5,000 | 694,200 | D |
| Employee Stock Option (right to buy)F12 | $111.32 | Jan 31, 2019 | A | 73,798 | A | — | Jan 30, 2029 | Class A Common Stock | 73,798 | 73,798 | D |
| Employee Stock Option (right to buy)F13 | $31.72 | holding | — | — | — | — | Feb 27, 2024 | Class A Common Stock | 185,000 | 185,000 | D |
| Employee Stock Option (right to buy)F14 | $33.01 | holding | — | — | — | — | Feb 19, 2028 | Class A Common Stock | 96,214 | 96,214 | 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.
- F10The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.85 to $113.00 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 shares subject to the stock option vest as follows: 25% of the stock option vested on February 28, 2018 and the remaining shares subject to the stock option shall vest in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer through each vesting date.
- F12The 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.
- F13The shares subject to the stock option vest as follows: 50% of the stock option vested on March 31, 2018 and the remaining shares subject to the stock option shall vest in 24 equal monthly installments thereafter, subject to the Reporting Person's continued service to the Issuer through each vesting date.
- F14The shares subject to the stock option vest as follows: 1/48th of the shares vested on March 15, 2018 and the remaining shares subject to the stock option shall vest in equal monthly installments over the following four years, 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.
- F3The sales reported were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person.
- F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.80 to $104.23 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 $110.20 to $111.18 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 $111.21 to $112.19 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.28 to $113.15 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 $110.73 to $111.72 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 $111.80 to $112.60 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.