Statement of Changes in Beneficial Ownership (4)
May 19 2021 - 6:19PM
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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Smith Karyn |
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)
General Counsel and Secretary |
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(Last)
(First)
(Middle)
C/O TWILIO INC., 101 SPEAR STREET, FIRST FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/17/2021 |
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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 | 5/17/2021 | | S | | 176 (1) | D | $293.5274 (2) | 26984 (3) | D | |
| Class A Common Stock | 5/17/2021 | | S | | 151 (1) | D | $296.9503 (4) | 26833 (3) | D | |
| Class A Common Stock | 5/17/2021 | | S | | 114 (1) | D | $298.0871 (5) | 26719 (3) | D | |
| Class A Common Stock | 5/17/2021 | | S | | 277 (1) | D | $299.3562 (6) | 26442 (3) | D | |
| Class A Common Stock | 5/17/2021 | | S | | 216 (1) | D | $300.3429 (7) | 26226 (3) | D | |
| Class A Common Stock | 5/17/2021 | | S | | 73 (1) | D | $302.8353 (8) | 26153 (3) | D | |
| Class A Common Stock | 5/17/2021 | | S | | 60 (1) | D | $303.735 (9) | 26093 (3) | D | |
| Class A Common Stock | | | | | | | | 5101 | I | By The Karyn Smith Revocable Trust (10) |
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 |
| Explanation of Responses: |
| (1) | Represents the number of shares sold to cover the statutory tax withholding obligations in connection with the vesting of Restricted Stock Units ("RSUs"). 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. |
| (2) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $293.3800 to $293.6300 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. |
| (3) | A portion of these shares represent RSUs. Each RSU represents a contingent right to receive one share of Issuer's Class A common stock. |
| (4) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $296.6201 to $297.0000 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 $297.8000 to $298.6020 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 $299.0000 to $299.8300 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 $300.0300 to $300.7600 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 $302.3100 to $303.2200 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 $303.6600 to $303.8100 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 Karyn Smith Revocable Trust U/A/D 9/15/06 Amended 12/23/11, Karyn Smith Trustee. |
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/ Karyn Smith | | 5/19/2021 |
| **Signature of Reporting Person | Date |
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