TWILIO INC — Director's Dealing 2018

Sep 18, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TWILIO INC (TWLO)
CIK: 0001447669
Period of Report: 2018-09-14

Reporting Person: Kirkpatrick Lee (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-09-14	Class A Common Stock	C	14000	—	Acquired	72757	Direct
2018-09-14	Class A Common Stock	S	5324	$86.2658	Disposed	67433	Direct
2018-09-14	Class A Common Stock	S	8676	$87.069	Disposed	58757	Direct
2018-09-17	Class A Common Stock	C	9332	—	Acquired	68089	Direct
2018-09-17	Class A Common Stock	S	3636	$87.01	Disposed	64453	Direct
2018-09-17	Class A Common Stock	G	5696	—	Disposed	58757	Direct
2018-09-17	Class A Common Stock	G	5696	—	Acquired	92548	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-09-14	Employee Stock Option (right to buy)	$1.24	M	14000	Disposed	2022-05-16	Class B Common Stock (14000)	Direct
2018-09-14	Class B Common Stock	$	M	14000	Acquired		Class A Common Stock (14000)	Direct
2018-09-14	Class B Common Stock	$	C	14000	Disposed		Class A Common Stock (14000)	Direct
2018-09-17	Employee Stock Option (right to buy)	$10.09	M	2040	Disposed	2025-12-30	Class B Common Stock (2040)	Direct
2018-09-17	Class B Common Stock	$	M	2040	Acquired		Class A Common Stock (2040)	Direct
2018-09-17	Class B Common Stock	$	C	9332	Disposed		Class A Common Stock (9332)	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 $85.61 to $86.6050 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 $86.61 to $87.47 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: Represents the number of shares sold to cover the statutory tax withholding obligations in connection with the vesting of RSUs. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of minimum statutory tax withholding obligations to be funded by a "sell-to-cover" transaction and does not represent a discretionary sale by the Reporting Person.

F6: Represents shares that were contributed by the Reporting Person to the Reporting Person's trust.

F7: Represents the shares received by the Reporting Person's trust.

F8: The Kirkpatrick Family Trust, established 9/28/1999.

F9: 25% of the shares subject to this option vested on May 7, 2013, and the remaining shares subject to this option vested in 36 equal monthly installments thereafter. The option is fully vested and exercisable by the Reporting Person.

F10: 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.

F11: A portion of these shares represent RSUs. Each RSU represents a contingent right to receive one share of Issuer's Class B Common Stock.

F12: The shares subject to this option vest in 34 equal monthly installments, with the first installment on July 15, 2016, subject to the Reporting Person's continuous service to the Issuer on each vesting date. The shares subject to this option are early exercisable by the Reporting Person.

F13: A portion of these shares represent the vesting of RSUs that were converted into shares of Class A common stock in order to effect a sell-to-cover transaction.