TWILIO INC — Director's Dealing 2016

Oct 28, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TWILIO INC (TWLO)
CIK: 0001447669
Period of Report: 2016-10-26

Reporting Person: Deeter Byron B (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-26	Class A Common Stock	S	0	$0.00	Disposed	0	Indirect

Footnotes

F1: Pursuant to an underwriting agreement and in connection with the registered public offering of shares of the Issuer's Class A Common Stock, pursuant to a final prospectus dated October 20, 2016, which offering was consummated on October 26, 2016, the Funds (as defined below) sold an aggregate of 3,084,651 shares of Class A Common Stock. Bessemer Venture Partners VII Institutional LP ("BVP VII Inst") sold 423,457 shares of Class A Common Stock, Bessemer Venture Partners VII, LP ("BVP VII") sold 967,902 shares of Class A Common Stock, BVP VII Special Opportunity Fund LP ("BVP VII SOF") sold 1,633,337 shares of Class A Common Stock, and 15 Angels, LLC ("15 Angels" and, together with BVP VII SOF, BVP VII Inst and BVP VII, the "Funds") sold 59,955 shares of Class A Common Stock, each at a sale price of $38.60.

F2: The Reporting Person is a director of Deer VII & Co. Ltd., which is the general partner of Deer VII & Co. L.P., which is the general partner of BVP VII Inst, BVP VII and BVP VII SOF. 15 Angels is a wholly-owned subsidiary of BVP VII Inst. The Reporting Person disclaims beneficial ownership of the securities held by the Funds, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in the securities by virtue of his interest in Deer VII & Co. Ltd., his interest in Deer VII & Co. L.P. and his indirect limited partnership interest in the Funds.