Sec Form 4 Filing - Smith Karyn @ TWILIO INC - 2017-07-17

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
Smith Karyn
2. Issuer Name and Ticker or Trading Symbol
TWILIO INC [ TWLO]
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
(Last) (First) (Middle)
C/O TWILIO INC., 375 BEALE STREET, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
07/17/2017
(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 07/17/2017 C 1,880 A $ 0 35,047 ( 1 ) D
Class A Common Stock 07/17/2017 S 712 ( 2 ) D $ 29.18 34,335 ( 1 ) D
Class A Common Stock 07/17/2017 G( 3 ) V 1,168 D $ 0 33,167 ( 1 ) D
Class A Common Stock 07/17/2017 G( 3 ) V 1,168 A $ 0 1,168 I By The Karyn Smith Revocable Trust ( 4 )
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 Benefici ally 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 ( 5 ) ( 5 ) 07/17/2017 C 1,880 ( 5 ) ( 5 ) Class A Common Stock 1,880 $ 0 18,792 ( 6 ) D
Class B Common Stock ( 5 ) ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 1,172 1,172 I By The Karyn Smith Revocable Trust ( 4 )
Employee Stock Option (right to buy) $ 4.73 ( 7 ) 10/28/2024 Class B Common Stock ( 5 ) 215,458 215,458 D
Employee Stock Option (right to buy) $ 10.09 ( 8 ) 12/30/2025 Class B Common Stock ( 5 ) 48,841 48,841 D
Employee Stock Option (right to buy) $ 31.96 ( 9 ) 02/09/2027 Class A Common Stock 59,000 59,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Smith Karyn
C/O TWILIO INC.
375 BEALE STREET, SUITE 300
SAN FRANCISCO, CA94105
General Counsel and Secretary
Signatures
/s/ Mariam Sattar as attorney in fact for Reporting Person 07/18/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )A portion of these shares represent Restricted Stock Units ("RSUs"). Each RSU represents the contingent right to receive one share of the Issuer's Class A common stock.
( 2 )Represents the number of shares required to be sold to cover the statutory tax withholding obligations in connection with the vesting of restricted stock units. 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.
( 3 )Represents shares that were contributed by the reporting person to the reporting person's trust.
( 4 )The Karyn Smith Revocable Trust U/A/D 9/15/06 Amended 12/23/11, Karyn Smith Trustee.
( 5 )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.
( 6 )A portion of these shares represent Restricted Stock Units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Class B common stock.
( 7 )25% of the shares subject to this option vested on September 2, 2015, and the remaining shares subject to this option vest in 36 equal monthly installments thereafter, subject to the reporting person's continuous service to the Issuer on each such date. The option is early exercisable by the reporting person.
( 8 )The shares subject to this option vest 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. The option is early exercisable by the reporting person.
( 9 )The Stock Option ("Option") shall vest as follows: 1/4th of the Option shall vest on January 1, 2018 and 1/48th of the Option shall vest monthly thereafter, subject to continued service to the Issuer through each vesting 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).

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