TWILIO INC — Director's Dealing 2021

Aug 19, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TWILIO INC (TWLO)
CIK: 0001447669
Period of Report: 2021-08-16

Reporting Person: Smith Karyn (General Counsel and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-16	Class A Common Stock	S	1	$350.0001	Disposed	24290	Direct
2021-08-16	Class A Common Stock	S	106	$352.622	Disposed	24184	Direct
2021-08-16	Class A Common Stock	S	21	$353.12	Disposed	24163	Direct
2021-08-16	Class A Common Stock	S	216	$355.2782	Disposed	23947	Direct
2021-08-16	Class A Common Stock	S	320	$358.0148	Disposed	23627	Direct
2021-08-16	Class A Common Stock	S	383	$360.2822	Disposed	23244	Direct
2021-08-16	Class A Common Stock	S	28	$360.86	Disposed	23216	Direct
2021-08-16	Class A Common Stock	G	849	—	Disposed	22367	Direct
2021-08-16	Class A Common Stock	G	849	—	Acquired	7276	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: A portion of these shares represent RSUs. Each RSU represents a contingent right to receive one share of 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 $352.1000 to $352.8300 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 $354.8900 to $355.8400 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 $357.7121 to $358.6900 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 $359.8400 to $360.7700 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: Represents shares that were contributed by the Reporting Person to the Reporting Person's trust.

F8: Represents the shares received by the Reporting Person's trust.

F9: The Karyn Smith Revocable Trust U/A/D 9/15/06 Amended 12/23/11, Karyn Smith Trustee.