Statement of Changes in Beneficial Ownership (4)
October 21 2020 - 7:29PM
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
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Lawson Jeff |
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)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer |
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(Last)
(First)
(Middle)
C/O TWILIO INC., 101 SPEAR STREET, FIRST FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/19/2020 |
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(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 | 10/19/2020 | | C | | 49500 | A | $0 | 106070 | I | By Lawson Revocable Trust (1) |
| Class A Common Stock | 10/19/2020 | | S(2) | | 1400 | D | $330.1164 (3) | 104670 | I | By Lawson Revocable Trust (1) |
| Class A Common Stock | 10/19/2020 | | S(2) | | 5700 | D | $331.0357 (4) | 98970 | I | By Lawson Revocable Trust (1) |
| Class A Common Stock | 10/19/2020 | | S(2) | | 7388 | D | $332.0021 (5) | 91582 | I | By Lawson Revocable Trust (1) |
| Class A Common Stock | 10/19/2020 | | S(2) | | 8891 | D | $332.9896 (6) | 82691 | I | By Lawson Revocable Trust (1) |
| Class A Common Stock | 10/19/2020 | | S(2) | | 10210 | D | $334.0698 (7) | 72481 | I | By Lawson Revocable Trust (1) |
| Class A Common Stock | 10/19/2020 | | S(2) | | 6308 | D | $334.9773 (8) | 66173 | I | By Lawson Revocable Trust (1) |
| Class A Common Stock | 10/19/2020 | | S(2) | | 6700 | D | $336.1147 (9) | 59473 | I | By Lawson Revocable Trust (1) |
| Class A Common Stock | 10/19/2020 | | S(2) | | 2003 | D | $337.0371 (10) | 57470 | I | By Lawson Revocable Trust (1) |
| Class A Common Stock | 10/19/2020 | | S(2) | | 900 | D | $337.9922 (11) | 56570 | I | By Lawson Revocable Trust (1) |
| Class A Common Stock | | | | | | | | 155468 (12) | 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 |
| Class B Common Stock (13) | (13) | 10/19/2020 | | C | | | 49500 | (13) | (13) | Class A Common Stock | 49500.0 | $0 | 5300569 | I | By Lawson Revocable Trust (1) |
| Class B Common Stock (13) | (13) | | | | | | | (13) | (13) | Class A Common Stock | 1033205.0 | | 1033205 | I | By Lawson 2014 Irrevocable Trust (14) |
| Explanation of Responses: |
| (1) | Erica Freeman Lawson and Jeffrey Gordon Lawson Trustees of the Lawson Revocable Trust dated 10/2/11. |
| (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 $329.50 to $330.44 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. |
| (4) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $330.53 to $331.51 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 $331.53 to $332.51 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 $332.55 to $333.54 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 $333.55 to $334.52 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 $334.60 to $335.59 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $335.60 to $336.59 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. |
| (10) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $336.62 to $337.50 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. |
| (11) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $337.68 to $338.21 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. |
| (12) | 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. |
| (13) | 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. |
| (14) | JP Morgan Trust Company of Delaware Trustee U/A 12/29/14 Lawson 2014 Irrevocable Trust. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Lawson Jeff
C/O TWILIO INC.
101 SPEAR STREET, FIRST FLOOR
SAN FRANCISCO, CA 94105 | X | X | Chief Executive Officer |
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Signatures
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| /s/ Shanti Ariker as attorney in fact for Reporting Person | | 10/21/2020 |
| **Signature of Reporting Person | Date |
Twilio (NYSE:TWLO)
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