TWILIO INC — Director's Dealing 2021

May 12, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TWILIO INC (TWLO)
CIK: 0001447669
Period of Report: 2021-05-10

Reporting Person: Lawson Jeff (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-10	Class A Common Stock	C	49500	—	Acquired	91372	Indirect
2021-05-10	Class A Common Stock	S	3176	$287.4347	Disposed	88196	Indirect
2021-05-10	Class A Common Stock	S	5399	$288.3207	Disposed	82797	Indirect
2021-05-10	Class A Common Stock	S	3888	$289.2361	Disposed	78909	Indirect
2021-05-10	Class A Common Stock	S	6687	$290.339	Disposed	72222	Indirect
2021-05-10	Class A Common Stock	S	6145	$291.3828	Disposed	66077	Indirect
2021-05-10	Class A Common Stock	S	3971	$292.5808	Disposed	62106	Indirect
2021-05-10	Class A Common Stock	S	3788	$293.1553	Disposed	58318	Indirect
2021-05-10	Class A Common Stock	S	3538	$295.1514	Disposed	54780	Indirect
2021-05-10	Class A Common Stock	S	1510	$295.8022	Disposed	53270	Indirect
2021-05-10	Class A Common Stock	S	3812	$297.2615	Disposed	49458	Indirect
2021-05-10	Class A Common Stock	S	1177	$298.8934	Disposed	48281	Indirect
2021-05-10	Class A Common Stock	S	6409	$300.1239	Disposed	41872	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-10	Class B Common Stock	$	C	49500	Disposed		Class A Common Stock (49500.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	130291	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (1033205.0)	1033205	Indirect

Footnotes

F1: Erica Freeman Lawson and Jeffrey Gordon Lawson Trustees of the Lawson Revocable Trust dated 10/2/11.

F2: The sales reported were executed under the Reporting Person's 10b5-1 trading plan, dated as of 6/3/2020.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $286.8600 to $287.8450 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 $287.8600 to $288.8100 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 $288.8900 to $289.8800 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 $289.9000 to $290.8600 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 $290.9500 to $291.9300 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 $292.0000 to $292.9300 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 $293.0000 to $293.9800 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 $294.3700 to $295.3500 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 $295.3700 to $296.2300 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 $296.8600 to $297.4400 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 $298.2400 to $299.1900 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $300.0500 to $300.1800 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.

F15: 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.

F16: 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.

F17: JP Morgan Trust Company of Delaware Trustee U/A 12/29/14 Lawson 2014 Irrevocable Trust.