Sec Form 4 Filing - Lawson Jeff @ TWILIO INC - 2021-03-19

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
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)
C/O TWILIO INC., 101 SPEAR STREET, FIRST FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/19/2021
(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 03/19/2021 C 49,500 A $ 0 125,957 I By Lawson Revocable Trust ( 1 )
Class A Common Stock 03/19/2021 S( 2 ) 7,262 D $ 346.1032 ( 3 ) 118,695 I By Lawson Revocable Trust ( 1 )
Class A Common Stock 03/19/2021 S( 2 ) 9,825 D $ 346.7493 ( 4 ) 108,870 I By Lawson Revocable Trust ( 1 )
Class A Common Stock 03/19/2021 S( 2 ) 5,723 D $ 348.0135 ( 5 ) 103,147 I By Lawson Revocable Trust ( 1 )
Class A Common Stock 03/19/2021 S( 2 ) 2,031 D $ 348.6361 ( 6 ) 101,116 I By Lawson Revocable Trust ( 1 )
Class A Common Stock 03/19/2021 S( 2 ) 656 D $ 351.1831 ( 7 ) 100,460 I By Lawson Revocable Trust ( 1 )
Class A Common Stock 03/19/2021 S( 2 ) 2,869 D $ 351.6688 ( 8 ) 97,591 I By Lawson Revocable Trust ( 1 )
Class A Common Stock 03/19/2021 S( 2 ) 6,947 D $ 352.7815 ( 9 ) 90,644 I By Lawson Revocable Trust ( 1 )
Class A Common Stock 03/19/2021 S( 2 ) 12,459 D $ 353.6608 ( 10 ) 78,185 I By Lawson Revocable Trust ( 1 )
Class A Common Stock 03/19/2021 S( 2 ) 1,728 D $ 354.5959 ( 11 ) 76,457 I By Lawson Revocable Trust ( 1 )
Class A Common Stock 135,014 ( 12 ) 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 ( 13 ) ( 13 ) 03/19/2021 C 49,500 ( 13 ) ( 13 ) Class A Common Stock 49,500 $ 0 5,022,899 I By Lawson Revocable Trust ( 1 )
Class B Common Stock ( 13 ) ( 13 ) ( 13 ) ( 13 ) Class A Common Stock 1,033,205 1,033,205 I By Lawson 2014 Irrevocable Trust ( 14 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lawson Jeff
C/O TWILIO INC.
101 SPEAR STREET, FIRST FLOOR
SAN FRANCISCO, CA94105
X X Chief Executive Officer
Signatures
/s/ Karyn Smith as attorney in fact for Reporting Person 03/23/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Erica Freeman Lawson and Jeffrey Gordon Lawson Trustees of the Lawson Revocable Trust dated 10/2/11.
( 2 )The sales reported were effected pursuant to a 10b5-1 trading plan adopted on 6/3/2020 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 $345.3600 to $346.3450 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $346.4000 to $347.3200 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 $347.5200 to $348.5050 share, inclusive. T he 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 $348.5200 to $349.0100 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 $350.3800 to $351.3700 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 $351.3900 to $352.3300 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 $352.4300 to $353.3250 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $353.4600 to $354.1400 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.
( 11 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $354.4600 to $354.9800 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.
( 12 )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.
( 13 )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.
( 14 )JP Morgan Trust Company of Delaware Trustee U/A 12/29/14 Lawson 2014 Irrevocable Trust.

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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