TWILIO INC — Director's Dealing 2021

Apr 20, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TWILIO INC (TWLO)
CIK: 0001447669
Period of Report: 2021-04-15

Reporting Person: Smith Karyn (General Counsel and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-15	Class A Common Stock	M	2180	$33.01	Acquired	29340	Direct
2021-04-15	Class A Common Stock	M	620	$111.32	Acquired	29960	Direct
2021-04-15	Class A Common Stock	S	2800	$377.60	Disposed	27160	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-15	Employee Stock Option (right to buy)	$33.01	M	2180	Disposed	2028-02-19	Class A Common Stock (2180.0)	Direct
2021-04-15	Employee Stock Option (right to buy)	$111.32	M	620	Disposed	2029-01-30	Class A Common Stock (620.0)	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)	$31.96	2027-02-09	Class A Common Stock (8975.0)	8975	Direct
Employee Stock Option (right to buy)	$117.94	2030-02-21	Class A Common Stock (22933.0)	22933	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 sales reported were executed under the Reporting Person's 10b5-1 trading plan, dated as of 3/6/2020.

F3: The Karyn Smith Revocable Trust U/A/D 9/15/06 Amended 12/23/11, Karyn Smith Trustee.

F4: 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.

F5: 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.

F6: This option shall vest as follows: 1/4th of the option shall vest on January 1, 2018 and 1/48th of the option shall vest monthly thereafter, subject to the Reporting Person's continued service to the Issuer through each vesting date.

F7: 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.