Form Type: 4

SEC EDGAR Link
Accession Number:0001127602-17-030170
Date:2017-10-18
Issuer: TWILIO INC (TWLO)
Original Submission Date:

Reporting Person:

SMITH KARYN
C/O TWILIO INC.
375 BEALE STREET, SUITE 300 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 2017-10-18 C 4,213 a $0.00 37,380 direct
CLASS A COMMON STOCK 2017-10-18 S 4,213 d $31.47 33,167 direct
CLASS A COMMON STOCK 2017-10-18 S 1,168 d $31.51 0 indirect f5
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) 10.09 2017-10-18 deemed execution date M 1,046 (d) 2025-12-30 class b common stock 1,046 $10.09 38,162 direct
CLASS B COMMON STOCK 0.0 2017-10-18 deemed execution date M 1,046 (a) class a common stock 1,046 $0.00 17,959 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 4.73 2017-10-18 deemed execution date M 3,167 (d) 2024-10-28 class b common stock 3,167 $4.73 207,285 direct
CLASS B COMMON STOCK 0.0 2017-10-18 deemed execution date M 3,167 (a) class a common stock 3,167 $0.00 21,126 direct
CLASS B COMMON STOCK 0.0 2017-10-18 deemed execution date C 4,213 (d) class a common stock 4,213 $0.00 16,913 direct
CLASS B COMMON STOCK 0.0 2017-10-18 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) 31.96 2017-10-18 deemed execution date 0 ( ) 2027-02-09 class a common stock 59,000 $31.96 59,000 direct
Footnotes
IDfootnote
f1 a 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.
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 $31.20 to $31.90 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 $31.29 to $31.90 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 karyn smith revocable trust u/a/d 9/15/06 amended 12/23/11, karyn smith trustee.
f6 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 on each such date. the option is early exercisable by the reporting person.
f7 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.
f8 a portion of these shares represent restricted stock units ("rsu's). each rsu represents a contingent right to receive one share of issuer's class b common stock.
f9 25% 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 continuous service to the issuer on each such date. the option is early exercisable by the reporting person.
f10 the stock option ("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 continued service to the issuer through each vesting date.
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