Sec Form 3/A Filing - Boroditsky Marc @ TWILIO INC - 2021-12-15

FORM 3/A 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 Boroditsky Marc 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 Revenue Officer (Last) (First) (Middle) C/O TWILIO INC., 101 SPEAR STREET, FIRST FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/15/2021 (Street) SAN FRANCISCO, CA94105 4. If Amendment, Date Original Filed (MM/DD/YY) 12/17/2021 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 61,876( 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) $ 7.07 02/23/2019 03/11/2025 Class B Common Stock( 2 ) 46,250 D Employee Stock Option (right to buy) $ 41.22 ( 3 ) 04/19/2028 Class A Common Stock 23,154 D Employee Stock Option (right to buy) $ 116.3 ( 4 ) 02/19/2029 Class A Common Stock 24,820 D Employee Stock Option (right to buy) $ 126.71 ( 5 ) 02/19/2030 Class A Common Stock 19,514 D Employee Stock Option (right to buy) $ 367.65 ( 6 ) 04/19/2031 Class A Common Stock 12,821 D Employee Stock Option (right to buy) $ 298 ( 7 ) 11/10/2031 Class A Common Stock 32,373 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Boroditsky Marc C/O TWILIO INC. 101 SPEAR STREET, FIRST FLOOR SAN FRANCISCO, CA94105 Chief Revenue Officer Signatures /s/ Mariam Sattar as attorney in fact for Reporting Person 12/29/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 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 )This award originally represented an option to purchase 25,154 shares, of which 2,000 options have been exercised. The shares subject to this option vest in 48 equal monthly installments, with the first installment on June 15, 2018, subject to the Reporting Person's continued service to the Issuer through each vesting date. ( 4 )The shares subject to this option vest in 48 equal monthly installments, with the first installment on March 15, 2019, subject to the Reporting Person's continued service to the Issuer through each vesting date. ( 5 )The shares subject to this option vest in 48 equal monthly installments, with the first installment on March 15, 2020, subject to the Reporting Person's continued service to the Issuer through each vesting date. ( 6 )The shares subject to this option vest 1/16th on May 15, 2021 then in 45 equal monthly installments, subject to the Reporting Person's continued service to the Issuer through each vesting date. ( 7 )The shares subject to this option vest in 24 equal monthly installments, with the first installment on December 11, 2021, subject to the Reporting Person's continued service to the Issuer through each vesting date.

Remarks: Sole purpose of the amendment is to add the power of attorney as an exhibit.Exhibit 24 Power of Attorney

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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