Sec Form 4 Filing - Hu George @ TWILIO INC - 2018-06-14

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
Hu George
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)
Chief Operating Officer
(Last) (First) (Middle)
C/O TWILIO INC., 375 BEALE STREET, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
06/14/2018
(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 06/14/2018 M 5,000 A $ 31.72 215,420 ( 1 ) D
Class A Common Stock 06/14/2018 S( 2 ) 5,000 D $ 60.007 ( 3 ) 210,420 ( 1 ) D
Class A Common Stock 06/15/2018 M 4,500 A $ 31.72 214,920 ( 1 ) D
Class A Common Stock 06/15/2018 S( 2 ) 4,500 D $ 60 210,420 ( 1 ) 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
Employee Stock Option (right to buy) $ 31.72 06/14/2018 M 5,000 ( 4 ) 02/27/2024 Class A Common Stock 5,000 $ 0 885,000 D
Employee Stock Option (right to buy) $ 31.72 06/15/2018 M 4,500 ( 4 ) 02/27/2024 Class A Common Stock 4,500 $ 0 880,500 D
Employee Stock Option (right to buy) $ 31.72 ( 5 ) 02/27/2024 Class A Common Stock 185,000 185,000 D
Employee Stock Option (right to buy) $ 33.01 ( 6 ) 02/19/2028 Class A Common Stock 96,214 96,214 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hu George
C/O TWILIO INC.
375 BEALE STREET, SUITE 300
SAN FRANCISCO, CA94105
Chief Operating Officer
Signatures
/s/ Alexis Rhorer as attorney in fact for Reporting Person 06/18/2018
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 )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 $60.00 to $60.05 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 shares subject to the stock option vest as follows: 25% of of the stock option vested on February 28, 2018 and the remaining shares subject to the stock option shall vest in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer through each vesting date.
( 5 )The shares subject to the stock option vest as follows: 50% of the stock option vested on March 31, 2018 and the remaining shares subject to the stock option shall vest in 24 equal monthly installments thereafter, subject to the Reporting Person's continued service to the Issuer through each vesting date.
( 6 )The shares subject to the stock option vest as follows: 1/48th of the shares vested on March 15, 2018 and the remaining shares subject to the stock option shall vest in equal monthly installments over the following four years, subject to the Reporting Person's continued service to the Issuer through each vesting date.

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