TWILIO INC — Director's Dealing 2017

Jul 20, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TWILIO INC (TWLO)
CIK: 0001447669
Period of Report: 2017-07-19

Reporting Person: Smith Karyn (General Counsel and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-19	Class A Common Stock	C	4213	—	Acquired	37380	Direct
2017-07-19	Class A Common Stock	S	4113	$31.3742	Disposed	33267	Direct
2017-07-19	Class A Common Stock	S	100	$31.71	Disposed	33167	Direct
2017-07-19	Class A Common Stock	S	1168	$31.4483	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-19	Employee Stock Option (right to buy)	$10.09	M	4213	Disposed	2025-12-30	Class B Common Stock (4213)	Direct
2017-07-19	Class B Common Stock	$	M	4213	Acquired		Class A Common Stock (4213)	Direct
2017-07-19	Class B Common Stock	$	C	4213	Disposed		Class A Common Stock (4213)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (1172)	1172	Indirect
Employee Stock Option (right to buy)	$4.73	2024-10-28	Class B Common Stock (215458)	215458	Direct
Employee Stock Option (right to buy)	$31.96	2027-02-09	Class A Common Stock (59000)	59000	Direct

Footnotes

F1: A portion of these shares represent Restricted Stock Units ("RSUs"). Each RSU represents the contingent right to receive one share of the Issuer's Class A common stock.

F2: The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.69 to $31.65 per share, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.00 to $31.725 per share, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F5: The Karyn Smith Revocable Trust U/A/D 9/15/06 Amended 12/23/11, Karyn Smith Trustee.

F6: The shares subject to this option vest in 48 equal monthly installments, with the first installment on February 15, 2016, subject to the reporting person's continuous service to the Issuer on each such date. The option is early exercisable by the reporting person.

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: A portion of these shares represent Restricted Stock Units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Class B common stock.

F9: 25% of the shares subject to this option vested on September 2, 2015, and the remaining shares subject to this option vest in 36 equal monthly installments thereafter, subject to the reporting person's continuous service to the Issuer on each such date. The option is early exercisable by the reporting person.

F10: The Stock Option ("Option") shall vest as follows: 1/4th of the Option shall vest on January 1, 2018 and 1/48th of the Option shall vest monthly thereafter, subject to continued service to the Issuer through each vesting date.