SEC Form 4 · accession 0001127602-19-008452
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
Feb 22, 2019
Accepted (ET)
Feb 26, 2019 · 6:36 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 | Feb 22, 2019 | M | 10,860 | $33.01 | A | 62,122 | D | |
| Class A Common StockF1 | Feb 22, 2019 | C | 14,626 | $0.00 | A | 76,748 | D | |
| Class A Common StockF3,F1 | Feb 22, 2019 | S | 9,224 | $114.6708 | D | 67,524 | D | |
| Class A Common StockF4,F1 | Feb 22, 2019 | S | 16,262 | $115.6565 | D | 51,262 | D | |
| Class A Common StockF5,F6 | Feb 22, 2019 | S | 2,529 | $113.9707 | D | 2,821 | 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)F7,F8 | $4.73 | Feb 22, 2019 | M | 14,626 | D | — | Oct 28, 2024 | Class B Common Stock | 14,626 | 144,166 | D |
| Class B Common StockF8,F9 | — | Feb 22, 2019 | M | 14,626 | A | — | — | Class A Common Stock | 14,626 | 22,143 | D |
| Employee Stock Option (right to buy)F10 | $33.01 | Feb 22, 2019 | M | 10,860 | D | — | Feb 19, 2028 | Class A Common Stock | 10,860 | 50,697 | D |
| Class B Common StockF8,F9 | — | Feb 22, 2019 | C | 14,626 | D | — | — | Class A Common Stock | 14,626 | 7,517 | D |
| Employee Stock Option (right to buy)F11,F8 | $10.09 | holding | — | — | — | — | Dec 30, 2025 | Class B Common Stock | 22,939 | 22,939 | D |
| Employee Stock Option (right to buy)F12 | $31.96 | holding | — | — | — | — | Feb 9, 2027 | Class A Common Stock | 59,000 | 59,000 | D |
| Class B Common StockF8,F6 | — | 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.
- F10The 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.
- F11The 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.
- F12This 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.
- 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 $114.10 to $115.08 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 $115.10 to $116.05 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 $113.76 to $114.10 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 Karyn Smith Revocable Trust U/A/D 9/15/06 Amended 12/23/11, Karyn Smith Trustee.
- F725% 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.
- F8Each 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.
- F9A portion of these shares represent RSUs. Each RSU represents a contingent right to receive one share of Issuer's Class B Common Stock.