TWILIO INC — Director's Dealing 2023

Feb 24, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TWILIO INC (TWLO)
CIK: 0001447669
Period of Report: 2023-02-22

Reporting Person: Manor Eyal (Chief Product Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-22	Class A Common Stock	A	45171	—	Acquired	193613	Direct
2023-02-23	Class A Common Stock	S	13871	$63.8387	Disposed	179742	Direct
2023-02-22	Class A Common Stock	S	7143	$64.8828	Disposed	172599	Direct
2023-02-22	Class A Common Stock	S	500	$65.628	Disposed	172099	Direct

Footnotes

F1: Represents shares of Class A common stock issued upon settlement of performance-based restricted stock units ("PSUs") granted to the Reporting Person on March 21, 2022, which PSUs vested on February 22, 2023 upon certification by the Issuer's Compensation and Talent Management Committee that the applicable performance criteria was achieved.

F2: 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.

F3: Represents the number of shares sold to cover the statutory tax withholding obligations in connection with the vesting of PSUs. 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.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.42 to $64.41 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 $64.42 to $65.32 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 $65.48 to $65.81 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.