TWILIO INC — Director's Dealing 2016

Jun 30, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TWILIO INC (TWLO)
CIK: 0001447669
Period of Report: 2016-06-28

Reporting Person: DONIO ELENA A. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-28	Restricted Stock Units	J	29733	—	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-28	Class B Common Stock	$	J	29733	Acquired		Class A Common Stock (29733)	Direct

Footnotes

F1: These shares represent Restricted Stock Units ("RSU's). Each RSU represents a contingent right to receive one share of Issuer's Common Stock (Class B Common Stock after reclassification). The RSUs vest according to the following schedule: 33% vests after 12 months of service on the Board of Director and the remainder of the RSUs vest in 8 equal quarterly installments commencing on February 4, 2017, subject to Reporting Person's continued service on the Issuer's Board of Directors at each vesting date. In addition, the RSUs were originally subject to a liquidity condition, which has been satisfied.

F2: Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

F3: 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.