TWILIO INC — Director's Dealing 2018

Jan 16, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TWILIO INC (TWLO)
CIK: 0001447669
Period of Report: 2018-01-11

Reporting Person: Kirkpatrick Lee (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-11	Class A Common Stock	C	15644	—	Acquired	139541	Direct
2018-01-16	Class A Common Stock	C	7000	—	Acquired	146541	Direct
2018-01-16	Class A Common Stock	S	5000	$25.6591	Disposed	141541	Direct
2018-01-16	Class A Common Stock	S	2000	$26.4657	Disposed	139541	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-11	Employee Stock Option (right to buy)	$1.24	M	15644	Disposed	2022-05-16	Class B Common Stock (15644)	Direct
2018-01-11	Class B Common Stock	$	M	15644	Acquired		Class A Common Stock (15644)	Direct
2018-01-11	Class B Common Stock	$	C	15644	Disposed		Class A Common Stock (15644)	Direct
2018-01-16	Employee Stock Option (right to buy)	$1.24	M	7000	Disposed	2022-05-16	Class B Common Stock (7000)	Direct
2018-01-16	Class B Common Stock	$	M	7000	Acquired		Class A Common Stock (7000)	Direct
2018-01-16	Class B Common Stock	$	C	7000	Disposed		Class A Common Stock (7000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$10.09	2025-12-30	Class B Common Stock (175000)	175000	Direct
Employee Stock Option (right to buy)	$31.96	2027-02-09	Class A Common Stock (95056)	95056	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 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 $25.20 to $26.14 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 $26.28 to $26.75 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 option is fully vested and exercisable by the reporting person.

F6: 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.

F7: A portion of 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.

F8: The shares subject to this option vest in 34 equal monthly installments, with the first installment on July 15, 2016. The option is early exercisable by the reporting person.

F9: 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 on each vesting date.