Statement of Changes in Beneficial Ownership (4)
December 23 2019 - 4:56PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Smith Karyn |
2. Issuer Name and Ticker or Trading Symbol
TWILIO INC
[
TWLO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) General Counsel and Secretary |
(Last)
(First)
(Middle)
C/O TWILIO INC., 101 SPEAR STREET, FIRST FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/20/2019 |
(Street)
SAN FRANCISCO, CA 94105
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 12/20/2019 | | C | | 12815 | A | $0 | 52414 (1) | D | |
Class A Common Stock | 12/20/2019 | | M | | 1229 | A | $31.96 | 53643 (1) | D | |
Class A Common Stock | 12/20/2019 | | M | | 1283 | A | $33.01 | 54926 (1) | D | |
Class A Common Stock | 12/20/2019 | | S(2) | | 14411 | D | $100.3915 (3) | 40515 (1) | D | |
Class A Common Stock | 12/20/2019 | | S(2) | | 916 | D | $100.8243 (4) | 39599 (1) | D | |
Class A Common Stock | | | | | | | | 2821 | I | By The Karyn Smith Revocable Trust (5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Employee Stock Option (right to buy) | $4.73 | 12/20/2019 | | M | | | 11769 | (6) | 10/28/2024 | Class B Common Stock (7) | 11769.0 | $0 | 16543 | D | |
Class B Common Stock (7) | (7) | 12/20/2019 | | M | | 11769 | | (7) | (7) | Class A Common Stock | 11769.0 | $0 | 13649 (8) | D | |
Employee Stock Option (right to buy) | $10.09 | 12/20/2019 | | M | | | 1046 | (9) | 12/30/2025 | Class B Common Stock (7) | 1046.0 | $0 | 10957 | D | |
Class B Common Stock (7) | (7) | 12/20/2019 | | M | | 1046 | | (7) | (7) | Class A Common Stock | 1046.0 | $0 | 14695 (8) | D | |
Employee Stock Option (right to buy) | $31.96 | 12/20/2019 | | M | | | 1229 | (10) | 2/9/2027 | Class A Common Stock | 1229.0 | $0 | 15980 | D | |
Employee Stock Option (right to buy) | $33.01 | 12/20/2019 | | M | | | 1283 | (11) | 2/19/2028 | Class A Common Stock | 1283.0 | $0 | 33355 | D | |
Class B Common Stock (7) | (7) | 12/20/2019 | | C | | | 12815 | (7) | (7) | Class A Common Stock | 12815.0 | $0 | 1880 (8) | D | |
Class B Common Stock (7) | (7) | | | | | | | (7) | (7) | Class A Common Stock | 1172.0 | | 1172 | I | By The Karyn Smith Revocable Trust (5) |
Employee Stock Option (right to buy) | $111.32 | | | | | | | (12) | 1/30/2029 | Class A Common Stock | 27060.0 | | 27060 | D | |
Explanation of Responses: |
(1) | 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. |
(2) | The sales reported were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person. |
(3) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.76 to $100.75 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. |
(4) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.77 to $100.88 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. |
(5) | The Karyn Smith Revocable Trust U/A/D 9/15/06 Amended 12/23/11, Karyn Smith Trustee. |
(6) | This stock option grant became fully vested on September 2, 2018. |
(7) | 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. |
(8) | A portion of these shares represent RSUs. Each RSU represents a contingent right to receive one share of Issuer's Class B Common Stock. |
(9) | The shares subject to this option vest in 48 equal monthly installments, with the first installment on February 15, 2016, subject to the Reporting Person's continuous service to the Issuer through each vesting date. The option is early exercisable by the Reporting Person. |
(10) | This option shall vest as follows: 1/4th of the option shall vest on January 1, 2018 and 1/48th of the option shall vest monthly thereafter, subject to the Reporting Person's continued service to the Issuer through each vesting date. |
(11) | The shares subject to this option vest in 48 equal monthly installments, with the first installment on March 15, 2018, subject to the Reporting Person's continuous service to the Issuer through each vesting date. |
(12) | The stock option shall vest as follows: 33% of the stock option shall vest on December 31, 2020, 33% of the stock option shall vest on December 31, 2021 and 34% of the stock option shall vest on December 31, 2022, subject to the Reporting Person's continued service to the Issuer through each vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Smith Karyn C/O TWILIO INC. 101 SPEAR STREET, FIRST FLOOR SAN FRANCISCO, CA 94105 |
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| General Counsel and Secretary |
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Signatures
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/s/ Shanti Ariker as attorney in fact for Reporting Person | | 12/23/2019 |
**Signature of Reporting Person | Date |
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