TWILIO INC — Director's Dealing 2016

Jun 23, 2016

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: TWILIO INC (TWLO)
CIK: 0001447669
Period of Report: 2016-06-22

Reporting Person: UNION SQUARE VENTURES 2008 LP (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock (7122508)		Direct
Series B Preferred Stock	$		Common Stock (1607762)		Direct
Series C Preferred Stock	$		Common Stock (1087992)		Direct

Footnotes

F1: The Series A Preferred Stock is convertible 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 will be converted into shares of Common Stock of the Issuer.

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 will be reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

F3: Union Square GP 2008, L.L.C. ("USV GP") is the general partner of Union Square Ventures 2008, LP ("USV 2008"), and, as such, has the power to vote and dispose of the shares held by USV 2008. Fred Wilson, Brad Burnham and Albert Wenger are the managing members of USV GP and, therefore, share voting and investment power with regard to the shares held directly by USV 2008. As a result of their positions as USGP, Wilson, Burnham and Wenger may also share voting and dispostive power of the shares held by USV 2008. Each of USV GP, Burnham, Wilson, and Wenger disclaim beneficial ownership of the shares owned by USV 2008 except to the extent of his or its respective pecuniary interest therein.

F4: The Series B Preferred Stock is convertible 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 B Preferred Stock will be converted into shares of Common Stock of the Issuer.

F5: The Series C Preferred Stock is convertible 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 C Preferred Stock will be converted into shares of Common Stock of the Issuer.