TWILIO INC — Director's Dealing 2018

Nov 19, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TWILIO INC (TWLO)
CIK: 0001447669
Period of Report: 2018-11-15

Reporting Person: Hu George (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-15	Class A Common Stock	S	7615	$82.42	Disposed	187535	Direct
2018-11-15	Class A Common Stock	S	102	$84.0361	Disposed	187433	Direct
2018-11-15	Class A Common Stock	M	5000	$31.72	Acquired	192433	Direct
2018-11-15	Class A Common Stock	S	100	$83.03	Disposed	192333	Direct
2018-11-15	Class A Common Stock	S	500	$84.864	Disposed	191833	Direct
2018-11-15	Class A Common Stock	S	900	$85.87	Disposed	190933	Direct
2018-11-15	Class A Common Stock	S	300	$86.87	Disposed	190633	Direct
2018-11-15	Class A Common Stock	S	1100	$88.2955	Disposed	189533	Direct
2018-11-15	Class A Common Stock	S	1600	$89.6181	Disposed	187933	Direct
2018-11-15	Class A Common Stock	S	300	$90.2433	Disposed	187633	Direct
2018-11-15	Class A Common Stock	S	200	$91.315	Disposed	187433	Direct
2018-11-16	Class A Common Stock	M	2800	$31.72	Acquired	190233	Direct
2018-11-16	Class A Common Stock	S	1000	$88.245	Disposed	189233	Direct
2018-11-16	Class A Common Stock	S	1700	$89.2531	Disposed	187533	Direct
2018-11-16	Class A Common Stock	S	100	$90.03	Disposed	187433	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-11-15	Employee Stock Option (right to buy)	$31.72	M	5000	Disposed	2024-02-27	Class A Common Stock (5000)	Direct
2018-11-16	Employee Stock Option (right to buy)	$31.72	M	2800	Disposed	2024-02-27	Class A Common Stock (2800)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$31.72	2024-02-27	Class A Common Stock (185000)	185000	Direct
Employee Stock Option (right to buy)	$33.01	2028-02-19	Class A Common Stock (96214)	96214	Direct

Footnotes

F1: Represents the number of shares sold to cover the statutory tax withholding obligations in connection with the vesting of Restricted Stock Units ("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.

F2: A portion of these shares represent RSUs. Each RSU represents the contingent right to receive one share of the Issuer's Class A common stock.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.9509 to $84.1447 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 sales reported were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.37 to $85.35 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.

F6: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.57 to $86.47 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.

F7: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.60 to $87.26 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.

F8: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.93 to $88.74 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.

F9: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.04 to $90.01 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.

F10: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.12 to $90.44 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.

F11: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.20 to $91.43 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.

F12: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.66 to $88.60 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.

F13: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.80 to $89.76 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.

F14: The shares subject to the stock option vest as follows: 25% of the stock option vested on February 28, 2018 and the remaining shares subject to the stock option shall vest in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer through each vesting date.

F15: The shares subject to the stock option vest as follows: 50% of the stock option vested on March 31, 2018 and the remaining shares subject to the stock option shall vest in 24 equal monthly installments thereafter, subject to the Reporting Person's continued service to the Issuer through each vesting date.

F16: The shares subject to the stock option vest as follows: 1/48th of the shares vested on March 15, 2018 and the remaining shares subject to the stock option shall vest in equal monthly installments over the following four years, subject to the Reporting Person's continued service to the Issuer through each vesting date.