TWILIO INC — Director's Dealing 2023

Jun 30, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TWILIO INC (TWLO)
CIK: 0001447669
Period of Report: 2023-06-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-06-28	Class A Common Stock	C	4580822	—	Acquired	4807219	Indirect
2023-06-28	Class A Common Stock	C	1022705	—	Acquired	1022705	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-06-28	Class B Common Stock	$	C	4580822	Disposed		Class A Common Stock (4580822)	Indirect
2023-06-28	Class B Common Stock	$	C	1022705	Disposed		Class A Common Stock (1022705)	Indirect
2023-06-28	Employee Stock Option (right to buy)	$10.09	J	316667	Disposed	2025-12-30	Class A Common Stock (316667)	Direct
2023-06-28	Employee Stock Option (right to buy)	$10.09	J	316667	Acquired	2025-12-30	Class A Common Stock (316667)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	184032	Direct

Footnotes

F1: Shares are held by Erica Freeman Lawson and Jeffrey Gordon Lawson, as trustees of the Lawson Revocable Trust dated 10/2/11.

F2: Shares are held by JP Morgan Trust Company of Delaware, as trustee of the Lawson 2014 Irrevocable Trust dated 12/29/2014.

F3: 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.

F4: On June 28, 2023, each outstanding share of the Issuer's Class B Common Stock automatically converted into one share of the Issuer's Class A Common Stock, in accordance with the Issuer's Amended and Restated Certificate of Incorporation (the "Conversion").

F5: In connection with the Conversion described in footnote (4), at the time of the Conversion, each outstanding option to purchase shares of the Issuer's Class B Common Stock issued pursuant to the Issuer's Amended and Restated 2008 Stock Option Plan was automatically converted into an option to purchase the same number of shares of the Issuer's Class A Common Stock. Otherwise, the terms of each such option remained unchanged.

F6: The shares subject to this option vested in 48 equal monthly installments, with the first installment on February 15, 2016, subject to the Reporting Person's continuous service to the Issuer on each such date.