Form Type: 4

SEC EDGAR Link
Accession Number:0001447669-19-000034
Date:2019-11-20
Issuer: TWILIO INC (TWLO)
Original Submission Date:

Reporting Person:

SMITH KARYN
C/O TWILIO INC.
101 SPEAR STREET, FIRST FLOOR SAN FRANCISCO, CA 94105

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2019-11-20 C 13,450 a $0.00 53,049 direct
CLASS A COMMON STOCK 2019-11-20 M 1,229 a $0.00 54,278 direct
CLASS A COMMON STOCK 2019-11-20 M 1,282 a $0.00 55,560 direct
CLASS A COMMON STOCK 2019-11-20 S 4,242 d $103.47 51,318 direct
CLASS A COMMON STOCK 2019-11-20 S 8,433 d $104.31 42,885 direct
CLASS A COMMON STOCK 2019-11-20 S 3,286 d $104.99 39,599 direct
CLASS A COMMON STOCK 2019-11-20 S 1,935 d $105.22 2,821 indirect f7
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 4.73 2019-11-20 deemed execution date M 12,403 (d) 2024-10-28 class b common stock 12,403 $4.73 28,312 direct
CLASS B COMMON STOCK 0.0 2019-11-20 deemed execution date M 12,403 (a) class a common stock 12,403 $0.00 14,283 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 10.09 2019-11-20 deemed execution date M 1,047 (d) 2025-12-30 class b common stock 1,047 $10.09 12,003 direct
CLASS B COMMON STOCK 0.0 2019-11-20 deemed execution date M 1,047 (a) class a common stock 1,047 $0.00 15,330 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 31.96 2019-11-20 deemed execution date M 1,229 (d) 2027-02-09 class a common stock 1,229 $31.96 17,209 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 33.01 2019-11-20 deemed execution date M 1,282 (d) 2028-02-19 class a common stock 1,282 $33.01 34,638 direct
CLASS B COMMON STOCK 0.0 2019-11-20 deemed execution date C 13,450 (d) class a common stock 13,450 $0.00 1,880 direct
CLASS B COMMON STOCK 0.0 2019-11-20 deemed execution date 0 ( ) class a common stock 1,172 $0.00 1,172 indirect by the karyn smith revocable trust
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 111.32 2019-11-20 deemed execution date 0 ( ) 2029-01-30 class a common stock 27,060 $111.32 27,060 direct
Footnotes
IDfootnote
f1 a portion of these shares represent restricted stock units ("rsus"). each rsu represents a contingent right to receive one share of issuer's class a common stock.
f2 the sales reported were effected pursuant to a 10b5-1 trading plan adopted by the reporting person.
f3 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $102.80 to $103.77 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.
f4 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $103.80 to $104.78 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.
f5 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $104.80 to $105.10 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.
f6 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $105.10 to $105.52 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.
f7 the karyn smith revocable trust u/a/d 9/15/06 amended 12/23/11, karyn smith trustee.
f8 this stock option grant became fully vested on september 2, 2018.
f9 each 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.
f10 a portion of these shares represent rsus. each rsu represents the contingent right to receive one share of the issuer's class b common stock.
f11 the 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.
f12 this 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.
f13 the 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.
f14 the stock option shall vest 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.
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