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: Shipchandler Khozema (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-22	Class A Common Stock	A	50613	—	Acquired	121943	Direct
2023-02-22	Class A Common Stock	A	101225	—	Acquired	223168	Direct
2023-02-22	Class A Common Stock	A	45171	—	Acquired	268339	Direct
2023-02-23	Class A Common Stock	S	13801	$63.87	Disposed	254538	Direct
2023-02-23	Class A Common Stock	S	6119	$64.934	Disposed	248419	Direct
2023-02-23	Class A Common Stock	S	354	$65.599	Disposed	248065	Direct

Footnotes

F1: The shares reported in this transaction represent Restricted Stock Units ("RSUs"). Each RSU represents the contingent right to receive one share of the Issuer's Class A common stock. The RSUs vest as follows: 1/4 of the RSUs shall vest each quarter on March 31, June 30, September 30 and December 31, 2023, subject to the Reporting Person's continued service to the Issuer through each vesting date.

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: The shares reported in this transaction represent Restricted Stock Units. Each RSU represents the contingent right to receive one share of the Issuer's Class A common stock. The RSUs vest as follows: 33% of the RSUs shall vest in equal quarterly installments between the first and second anniversaries of January 1, 2023, 33% of the RSUs shall vest in equal quarterly installments between the second and third anniversaries of January 1, 2023, and 34% of the RSUs shall vest in equal quarterly installments between the third and fourth anniversaries of January 1, 2023, subject to the Reporting Person's continued service to the Issuer through each vesting date.

F4: 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.

F5: 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.

F6: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.46 to $64.43 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.4650 to $65.44 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 $65.4750 to $65.775 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.