TWILIO INC — Director's Dealing 2021

Apr 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TWILIO INC (TWLO)
CIK: 0001447669
Period of Report: 2021-03-31

Reporting Person: Shipchandler Khozema (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-31	Class A Common Stock	S	168	$341.718	Disposed	89318	Direct
2021-03-31	Class A Common Stock	S	150	$343.1733	Disposed	89168	Direct
2021-03-31	Class A Common Stock	S	600	$344.6533	Disposed	88568	Direct
2021-03-31	Class A Common Stock	S	200	$345.295	Disposed	88368	Direct
2021-03-31	Class A Common Stock	M	4841	$117.94	Acquired	93209	Direct
2021-03-31	Class A Common Stock	S	4841	$329.65	Disposed	88368	Direct
2021-04-01	Class A Common Stock	M	3225	$76.63	Acquired	91593	Direct
2021-04-01	Class A Common Stock	S	3225	$350.36	Disposed	88368	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-31	Employee Stock Option (right to buy)	$117.94	M	4841	Disposed	2030-02-21	Class A Common Stock (4841.0)	Direct
2021-04-01	Employee Stock Option (right to buy)	$76.63	M	3225	Disposed	2028-10-31	Class A Common Stock (3225.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$377.59	2031-02-24	Class A Common Stock (18126.0)	18126	Direct

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 $341.4601 to $341.8600 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.

F3: A portion of these shares represent 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 $343.1500 to $343.2200 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 $344.1850 to $345.1300 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 $345.2100 to $345.3800 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 sales reported were executed under the Reporting Person's 10b5-1 trading plan, dated as of 9/7/2020.

F8: 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.

F9: The shares subject to the stock option vest as follows: 25% of the stock option shall vest on November 1, 2019, and the remaining shares subject to the stock option shall vest in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer through each vesting date.

F10: 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, 2020, 33% of the stock option shall vest in equal quarterly installments between the second and third anniversaries of December 31, 2020 and 34% of the stock option shall vest in equal quarterly installments between the third and fourth anniversaries of December 31, 2020, subject to the Reporting Person's continued service to the Issuer through each vesting date.