TWILIO INC — Director's Dealing 2016

Jul 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TWILIO INC (TWLO)
CIK: 0001447669
Period of Report: 2016-07-15

Reporting Person: Smith Karyn (General Counsel and Secretary)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-15	Class B Common Stock	$	F	706	Disposed		Class A Common Stock (706)	Direct

Footnotes

F1: 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. The RSUs vest according to the following schedule: equal quarterly installments over 16 quarters from January 15, 2016, subject to the Reporting Person's continued employment with the Issuer through each vesting date. In addition, the RSUs were originally subject to a liquidity condition, which has been satisfied.

F2: 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.

F3: Represents shares of Common Stock that were withheld by the Issuer to satisfy tax withholding obligations of the Reporting Person in connection with the vesting of RSUs.

F4: Includes 1,189 shares previously owned directly which were contributed to Reporting Person's trust on June 22, 2016 and 1,173 shares previously owned directly which were contributed to Reporting Person's trust on July 18, 2016.