TWILIO INC — Director's Dealing 2021

Nov 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TWILIO INC (TWLO)
CIK: 0001447669
Period of Report: 2021-11-15

Reporting Person: Smith Karyn (General Counsel and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-15	Class A Common Stock	S	160	$302.805	Disposed	21263	Direct
2021-11-15	Class A Common Stock	S	480	$304.0238	Disposed	20783	Direct
2021-11-15	Class A Common Stock	S	80	$304.905	Disposed	20703	Direct
2021-11-15	Class A Common Stock	S	121	$305.9668	Disposed	20582	Direct
2021-11-15	Class A Common Stock	S	60	$307.2233	Disposed	20522	Direct
2021-11-15	Class A Common Stock	S	140	$308.5729	Disposed	20382	Direct
2021-11-15	Class A Common Stock	S	2	$309.13	Disposed	20380	Direct
2021-11-15	Class A Common Stock	G	881	—	Disposed	19499	Direct
2021-11-15	Class A Common Stock	G	881	—	Acquired	8636	Indirect

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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $302.2400 to $303.1100 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.

F3: A portion of these shares represent Restricted Stock Units ("RSUs"). Each RSU represents a contingent right to receive one share of Issuer's Class A common stock.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $303.6500 to $304.6200 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $304.6700 to $305.1000 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 $305.6900 to $306.5801 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 $306.7700 to $307.7000 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 $307.9900 to $308.9700 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: Represents shares that were contributed by the Reporting Person to the Reporting Person's trust.

F10: Represents the shares received by the Reporting Person's trust.

F11: The Karyn Smith Revocable Trust U/A/D 9/15/06 Amended 12/23/11, Karyn Smith Trustee.