TWILIO INC — Director's Dealing 2016

Jun 29, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Raney Scott Campbell (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-28	Common Stock	C	37292	—	Acquired	165667	Indirect
2016-06-28	Common Stock	C	3146774	—	Acquired	3312441	Indirect
2016-06-28	Common Stock	C	44208	—	Acquired	3356649	Indirect
2016-06-28	Common Stock	J	3356649	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-28	Series A Preferred Stock	$0	C	37292	Disposed		Common Stock (37292)	Indirect
2016-06-28	Series D Preferred Stock	$0	C	3146774	Disposed		Common Stock (3146774)	Indirect
2016-06-28	Series E Preferred Stock	$0	C	44208	Disposed		Common Stock (44208)	Indirect
2016-06-28	Class B Common Stock	$0	J	3356649	Acquired		Class A Common Stock (3356649)	Indirect

Footnotes

F1: Reflects the conversion of the Issuer's Preferred Stock into Common Stock on a one-for-one basis, which became effective immediately prior to the closing of the Issuer's initial public offering.

F2: The Reporting Person is a managing director of Redpoint Omega II LLC, the general partner of Redpoint Omega II LP ("Omega II LP") and is a manager of Redpoint Omega II Associates LLC ("Omega Associates II"). The Reporting Person shares voting and dispositive power with respect to the shares held directly by Omega II LP and Omega Associates II. The Reporting Person disclaims beneficial ownership of the securities held by Omega II LP and Omega Associates II 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 Omega II LP and Omega Associates II.

F3: 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.

F4: The Series A Preferred Stock converts into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's Initial Public Offering, all shares of Series A Preferred Stock were converted into shares of Common Stock of the Issuer. Upon such conversion, Series A Preferred Stock held by Omega II LP and Omega Associates II converted into 36,174 shares and 1,118 shares, respectively, of Common Stock.

F5: The Series D Preferred Stock converts into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's Initial Public Offering, all shares of Series D Preferred Stock were converted into shares of Common Stock of the Issuer. Upon such conversion, Series D Preferred Stock held by Omega II LP and Omega Associates II converted into 3,052,372 shares and 94,402 shares, respectively, of Common Stock.

F6: The Series E Preferred Stock converts into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's Initial Public Offering, all shares of Series E Preferred Stock were converted into shares of Common Stock of the Issuer. Upon such conversion, Series E Preferred Stock held by Omega II LP and Omega Associates II converted into 42,882 shares and 1,326 shares, respectively, of Common Stock.

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: 3,255,952 of these shares are owned directly by Omega II LP and 100,697 of these shares are owned directly by Omega Associates II.