Sec Form 4 Filing - Raney Scott Campbell @ TWILIO INC - 2017-02-09

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Raney Scott Campbell
2. Issuer Name and Ticker or Trading Symbol
TWILIO INC [ TWLO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
3000 SAND HILL ROAD, SUITE 290
3. Date of Earliest Transaction (MM/DD/YY)
02/09/2017
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 02/09/2017 C 824,742 ( 1 ) A $ 0 ( 2 ) 824,742 ( 1 ) I See footnote ( 3 )
Class A Common Stock 02/09/2017 J( 4 ) 824,742 D $ 0 ( 4 ) 0 I See footnote ( 3 )
Class A Common Stock 02/09/2017 J( 5 ) 206,000 A $ 0 ( 5 ) 206,000 I BY RO II LLC ( 3 )
Class A Common Stock 02/09/2017 J( 6 ) 206,000 D $ 0 ( 6 ) 0 I BY RO II LLC ( 3 )
Class A Common Stock 02/09/2017 J( 7 ) 22,058 A $ 0 ( 7 ) 22,058 D
Class A Common Stock 02/10/2017 S 22,058 D $ 32.17 ( 8 ) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 ( 2 ) 02/09/2017 C( 2 ) 824,742 ( 1 ) ( 2 ) ( 2 ) Class A Common Stock 824,742 ( 1 ) $ 0 2,028,411 ( 9 ) I See footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Raney Scott Campbell
3000 SAND HILL ROAD, SUITE 290
MENLO PARK, CA94025
X
Signatures
/s/ Scott C. Raney 02/13/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )800,000 of these shares were converted by Redpoint Omega II LP ("Omega II LP") and 24,742 of these shares were converted by Redpoint Omega II Associates LLC ("Omega Associates II").
( 2 )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.
( 3 )The Reporting Person is a managing director of Redpoint Omega II LLC ("RO II LLC"), the general partner of Omega II LP and is a manager of Omega Associates II. The Reporting Person shares voting and dispositive power with respect to the shares held directly by Omega II LP and Omega Associates II. The Reporting Person disclaims beneficial ownership of the securities held by Omega II LP and Omega Associates II and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in the securities by virtue of his interest in Omega II LP and Omega Associates II.
( 4 )Represents the pro-rata in-kind distributions of Class A Common Stock of the Issuer effected following the close of the trading market on February 9, 2017 by (i) Omega II LP to its limited partners and its general partner, RO II LLC, and (ii) by Omega Associates II to its members, in each case, without consideration.
( 5 )Represents a change in the form of ownership from indirect through Omega II LP to indirect through RO II LLC by virtue of the receipt of shares in the pro-rata in-kind distribution of Class A Common Stock of the Issuer by Omega II LP described in footnote 4.
( 6 )Represents the pro-rata in-kind distribution of Class A Common Stock of the Issuer effected following the close of the trading market on February 9, 2017 by RO II LLC to its members without consideration.
( 7 )Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the pro-rata in-kind distributions of Class A Common Stock of the Issuer by Omega Associates II and RO II LLC described in footnotes 4 and 6, respectively.
( 8 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 - $32.44, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities andExchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth infootnote (8) to this Form 4.
( 9 )1,967,560 of these shares are owned directly by Omega II LP and 60,851 of these shares are owned directly by Omega Associates II.

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