TWILIO INC — Director's Dealing 2021

Dec 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TWILIO INC (TWLO)
CIK: 0001447669
Period of Report: 2021-12-01

Reporting Person: Smith Karyn (General Counsel and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-01	Class A Common Stock	C	22977	—	Acquired	42476	Direct
2021-12-01	Class A Common Stock	M	8975	$31.96	Acquired	51451	Direct
2021-12-01	Class A Common Stock	M	11931	$33.01	Acquired	63382	Direct
2021-12-01	Class A Common Stock	M	5675	$117.94	Acquired	69057	Direct
2021-12-01	Class A Common Stock	S	6877	$267.4097	Disposed	62180	Direct
2021-12-01	Class A Common Stock	S	2071	$268.3001	Disposed	60109	Direct
2021-12-01	Class A Common Stock	S	9593	$272.3778	Disposed	50516	Direct
2021-12-01	Class A Common Stock	S	4400	$273.5811	Disposed	46116	Direct
2021-12-01	Class A Common Stock	S	3221	$274.606	Disposed	42895	Direct
2021-12-01	Class A Common Stock	S	7406	$275.6896	Disposed	35489	Direct
2021-12-01	Class A Common Stock	S	5080	$276.7747	Disposed	30409	Direct
2021-12-01	Class A Common Stock	S	1000	$277.335	Disposed	29409	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-01	Employee Stock Option (right to buy)	$4.73	M	12020	Disposed	2024-10-28	Class B Common Stock (12020.0)	Direct
2021-12-01	Class B Common Stock	$	M	12020	Acquired		Class A Common Stock (12020.0)	Direct
2021-12-01	Employee Stock Option (right to buy)	$10.09	M	10957	Disposed	2025-12-30	Class B Common Stock (10957.0)	Direct
2021-12-01	Class B Common Stock	$	M	10957	Acquired		Class A Common Stock (10957.0)	Direct
2021-12-01	Class B Common Stock	$	C	22977	Disposed		Class A Common Stock (22977.0)	Direct
2021-12-01	Employee Stock Option (right to buy)	$31.96	M	8975	Disposed	2027-02-09	Class A Common Stock (8975.0)	Direct
2021-12-01	Employee Stock Option (right to buy)	$33.01	M	11931	Disposed	2028-02-19	Class A Common Stock (11931.0)	Direct
2021-12-01	Employee Stock Option (right to buy)	$117.94	M	5675	Disposed	2030-02-21	Class A Common Stock (5675.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	5101	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$111.32	2029-01-30	Class A Common Stock (18040.0)	18040	Direct

Footnotes

F1: 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.

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $267 to $267.91 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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $268.02 to $268.495 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 $272.1 to $273.09 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 $273.23 to $273.98 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 $274.24 to $275.196 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 $275.27 to $276.175 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 $276.28 to $277.235 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 $277.29 to $277.38 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 Karyn Smith Revocable Trust U/A/D 9/15/06 Amended 12/23/11, Karyn Smith Trustee.

F11: This stock option grant became fully vested on September 2, 2018.

F12: 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.

F13: This stock option grant became fully vested on January 15, 2020.

F14: This stock option grant became fully vested on January 1, 2021.

F15: The shares subject to this option vest in 48 equal monthly installments, with the first installment on March 15, 2018, 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: 33% of the stock option shall vest in equal quarterly installments between the first and second anniversaries of December 31, 2019, 33% of the stock option shall vest in equal quarterly installments between the second and third anniversaries of December 31, 2019 and 34% of the stock option shall vest in equal quarterly installments between the third and fourth anniversaries of December 31, 2019, subject to the Reporting Person's continued service to the Issuer through each vesting date.

F17: The stock option shall vest as follows: 33% of the stock option shall vest on December 31, 2020, 33% of the stock option shall vest on December 31, 2021 and 34% of the stock option shall vest on December 31, 2022, subject to the Reporting Person's continued service to the Issuer through each vesting date.