Statement of Changes in Beneficial Ownership (4)
October 07 2020 - 7:05PM
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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3235-0287
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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
*
Shipchandler Khozema |
2. Issuer Name and Ticker or Trading Symbol
TWILIO INC
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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) Chief Financial Officer |
(Last)
(First)
(Middle)
C/O TWILIO INC., 101 SPEAR STREET, FIRST FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/5/2020 |
(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 | 10/5/2020 | | M | | 3225 | A | $76.63 | 96830 (1) | D | |
Class A Common Stock | 10/5/2020 | | S(2) | | 625 | D | $283.8712 (3) | 96205 (1) | D | |
Class A Common Stock | 10/5/2020 | | S(2) | | 800 | D | $284.975 (4) | 95405 (1) | D | |
Class A Common Stock | 10/5/2020 | | S(2) | | 700 | D | $286.0443 (5) | 94705 (1) | D | |
Class A Common Stock | 10/5/2020 | | S(2) | | 700 | D | $287.5571 (6) | 94005 (1) | D | |
Class A Common Stock | 10/5/2020 | | S(2) | | 200 | D | $288.855 (7) | 93805 (1) | D | |
Class A Common Stock | 10/5/2020 | | S(2) | | 200 | D | $289.875 (8) | 93605 (1) | D | |
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) | $76.63 | 10/5/2020 | | M | | | 3225 | (9) | 10/31/2028 | Class A Common Stock | 3225.0 | $0 | 83768 | D | |
Employee Stock Option (right to buy) | $117.94 | | | | | | | (10) | 2/21/2030 | Class A Common Stock | 58681.0 | | 58681 | 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 $283.46 to $284.40 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 $284.56 to $285.50 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $285.56 to $286.50 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. |
(6) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $287.22 to $287.99 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. |
(7) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $288.43 to $289.28 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. |
(8) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $289.86 to $289.89 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. |
(9) | The shares subject to the stock option vest as follows: 25% of the stock option shall vest on November 1, 2019, and the remaining shares subject to the stock option shall vest in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer through each vesting date. |
(10) | The stock option shall vest as follows: 33% of the stock option shall vest in equal quarterly installments between the first and second anniversaries of December 31, 2019, 33% of the stock option shall vest in equal quarterly installments between the second and third anniversaries of December 31, 2019 and 34% of stock option shall vest in equal quarterly installments between the third and fourth anniversaries of December 31, 2019, 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 |
Shipchandler Khozema C/O TWILIO INC. 101 SPEAR STREET, FIRST FLOOR SAN FRANCISCO, CA 94105 |
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| Chief Financial Officer |
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Signatures
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/s/ Shanti Ariker as attorney in fact for Reporting Person | | 10/7/2020 |
**Signature of Reporting Person | Date |
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