Sec Form 4 Filing - Lawson Jeff @ TWILIO INC - 2023-06-28

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Lawson Jeff 2. Issuer Name and Ticker or Trading Symbol TWILIO INC [ TWLO] 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 (Last) (First) (Middle) 101 SPEAR STREET, FIFTH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/28/2023 (Street) SAN FRANCISCO, CA94105 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 06/28/2023 C 4,580,822 A $ 0 4,807,219 I By Lawson Revocable Trust ( 1 ) Class A Common Stock 06/28/2023 C 1,022,705 A $ 0 1,022,705 I By Lawson 2014 Irrevocable Trust ( 2 ) Class A Common Stock 184,032 ( 3 ) 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 ( 4 ) 06/28/2023 C 4,580,822 ( 4 ) ( 4 ) Class A Common Stock 4,580,822 $ 0 0 I By Lawson Revocable Trust ( 1 ) Class B Common Stock ( 4 ) 06/28/2023 C 1,022,705 ( 4 ) ( 4 ) Class A Common Stock 1,022,705 $ 0 0 I By Lawson 2014 Irrevocable Trust ( 2 ) Employee Stock Option (right to buy) $ 10.09 06/28/2023 J( 5 ) 316,667 ( 6 ) 12/30/2025 Class A Common Stock 316,667 $ 0 0 D Employee Stock Option (right to buy) $ 10.09 06/28/2023 J( 5 ) 316,667 ( 6 ) 12/30/2025 Class A Common Stock 316,667 $ 0 316,667 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lawson Jeff 101 SPEAR STREET, FIFTH FLOOR SAN FRANCISCO, CA94105 X X Chief Executive Officer Signatures /s/ Sarah DiLorenzo as attorney in fact for Reporting Person. 06/30/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares are held by Erica Freeman Lawson and Jeffrey Gordon Lawson, as trustees of the Lawson Revocable Trust dated 10/2/11. ( 2 )Shares are held by JP Morgan Trust Company of Delaware, as trustee of the Lawson 2014 Irrevocable Trust dated 12/29/2014. ( 3 )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. ( 4 )On June 28, 2023, each outstanding share of the Issuer's Class B Common Stock automatically converted into one share of the Issuer's Class A Common Stock, in accordance with the Issuer's Amended and Restated Certificate of Incorporation (the "Conversion"). ( 5 )In connection with the Conversion described in footnote (4), at the time of the Conversion, each outstanding option to purchase shares of the Issuer's Class B Common Stock issued pursuant to the Issuer's Amended and Restated 2008 Stock Option Plan was automatically converted into an option to purchase the same number of shares of the Issuer's Class A Common Stock. Otherwise, the terms of each such option remained unchanged. ( 6 )The shares subject to this option vested in 48 equal monthly installments, with the first installment on February 15, 2016, subject to the Reporting Person's continuous service to the Issuer on each such date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.