TWILIO INC — Director's Dealing 2021

Feb 19, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TWILIO INC (TWLO)
CIK: 0001447669
Period of Report: 2021-02-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-16	Class A Common Stock	F	4633	$435.29	Disposed	122037	Direct
2021-02-16	Class A Common Stock	G	5368	—	Disposed	116669	Direct
2021-02-16	Class A Common Stock	G	5368	—	Acquired	76457	Indirect
2021-02-16	Class A Common Stock	C	49500	—	Acquired	125957	Indirect
2021-02-16	Class A Common Stock	S	11956	$429.075	Disposed	114001	Indirect
2021-02-16	Class A Common Stock	S	8543	$430.1059	Disposed	105458	Indirect
2021-02-16	Class A Common Stock	S	4004	$431.5313	Disposed	101454	Indirect
2021-02-16	Class A Common Stock	S	9082	$432.3806	Disposed	92372	Indirect
2021-02-16	Class A Common Stock	S	11215	$433.5599	Disposed	81157	Indirect
2021-02-16	Class A Common Stock	S	3200	$434.3331	Disposed	77957	Indirect
2021-02-16	Class A Common Stock	S	1500	$435.1907	Disposed	76457	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-16	Class B Common Stock	$	C	49500	Disposed		Class A Common Stock (49500.0)	Indirect

Holdings (Derivative)

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

Footnotes

F1: Represents shares of Class A common stock that were withheld by the Issuer to satisfy tax withholding obligations of the Reporting Person in connection with the vesting of Restricted Stock Units ("RSUs").

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: Represents shares that were contributed by the Reporting Person to the Reporting Person's trust.

F4: Represents the shares received by the Reporting Person's trust.

F5: Erica Freeman Lawson and Jeffrey Gordon Lawson Trustees of the Lawson Revocable Trust dated 10/2/11.

F6: The sales reported were executed under the Reporting Person's 10b5-1 trading plan, dated as of 6/3/2020.

F7: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $428.695 to $429.57 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 $429.755 to $430.68 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 $430.88 to $431.81 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 $431.885 to $432.88 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 $432.94 to $433.93 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 $433.96 to $434.82 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 $435.00 to $435.75 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: 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.

F15: JP Morgan Trust Company of Delaware Trustee U/A 12/29/14 Lawson 2014 Irrevocable Trust.