| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TWILIO INC [ TWLO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/28/2016 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
| Common Stock | 06/28/2016 | J(9) | 128,375 | D | (9) | 0 | I | See footnotes(2)(3) | ||
| Common Stock(1) | 06/28/2016 | C | 436,994 | A | $0 | 565,369 | I | See footnotes(2)(4) | ||
| Common Stock(1) | 06/28/2016 | C | 8,728,534 | A | $0 | 9,293,903 | I | See footnotes(2)(5) | ||
| Common Stock(1) | 06/28/2016 | C | 6,025,808 | A | $0 | 15,319,711 | I | See footnotes(2)(6) | ||
| Common Stock(1) | 06/28/2016 | C | 5,156,216 | A | $0 | 20,475,927 | I | See footnotes(2)(7) | ||
| Common Stock(1) | 06/28/2016 | C | 88,417 | A | $0 | 20,564,344 | I | See footnotes(2)(8) | ||
| Common Stock | 06/28/2016 | J(9) | 20,564,344 | D | (10) | 0 | I | See footnote(2)(11) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Series A Preferred Stock | (1) | 06/28/2016 | C | 436,994 | (1) | (1) | Common Stock | 436,994 | $0.00 | 0 | I | See footnotes(2)(4) | |||
| Series B Preferred Stock | (1) | 06/28/2016 | C | 8,728,534 | (1) | (1) | Common Stock | 8,728,534 | $0.00 | 0 | I | See footnotes(2)(5) | |||
| Series C Preferred Stock | (1) | 06/28/2016 | C | 6,025,808 | (1) | (1) | Common Stock | 6,025,808 | $0.00 | 0 | I | See footnotes(2)(6) | |||
| Series D Preferred Stock | (1) | 06/28/2016 | C | 5,156,216 | (1) | (1) | Common Stock | 5,156,216 | $0.00 | 0 | I | See footnotes(2)(7) | |||
| Series E Preferred Stock | (1) | 06/28/2016 | C | 88,417 | (1) | (1) | Common Stock | 88,417 | $0.00 | 0 | I | See footnotes(2)(8) | |||
| Class B Common Stock | (10) | 06/28/2016 | J(9) | 20,564,344 | (10) | (10) | Class A Common Stock | 20,564,344 | $0.00 | 20,564,344 | I | See footnotes(2)(11) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The aggregate number of shares of Issuer's Preferred Stock held by the Reporting Person converted into Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. These shares converted into Common Stock on a 1-for-1 basis. |
| 2. Deer VII & Co. Ltd. ("Deer Ltd.") is the general partner of Deer VII & Co. L.P. ("Deer L.P."), which is the general partner of Bessemer Venture Partners VII Institutional LP ("BVP VII Inst"), Bessemer Venture Partners VII, LP ("BVP VII") and BVP VII Special Opportunity Fund LP ("BVP VII SOF"). 15 Angels, LLC is a wholly owned subsidiary of BVP VII Inst (BVP VII SOF, together with 15 Angels, LLC, BVP VII Inst and BVP VII, collectively, the "Funds"). Deer Ltd. and Deer L.P. disclaim beneficial ownership of the securities held by the Funds, and this report shall not be deemed an admission that Deer Ltd. and Deer L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Funds. |
| 3. 17,972 of these shares were owned directly by BVP VII Inst, 41,080 shares were owned directly by BVP VII and 69,323 shares were owned directly by BVP VII SOF. |
| 4. Reflects the conversion of the Issuer's Preferred Stock into Common Stock on a 1-for-1 basis, which became effective immediately prior to the closing of the Issuer's initial public offering. 399,702 of these shares were owned directly by 15 Angels LLC, 5,220 of these shares were owned directly by BVP VII Inst, 11,934 of these shares were owned directly by BVP VII and 20,138 of these shares were owned directly by BVP VII SOF. |
| 5. Reflects the conversion of the Issuer's Preferred Stock into Common Stock on a 1-for-1 basis, which became effective immediately prior to the closing of the Issuer's initial public offering. 1,221,994 of these shares were owned directly by BVP VII Inst, 2,793,130 of these shares were owned directly by BVP VII and 4,713,410 of these shares were owned directly by BVP VII SOF. |
| 6. Reflects the conversion of the Issuer's Preferred Stock into Common Stock on a 1-for-1 basis, which became effective immediately prior to the closing of the Issuer's initial public offering. 843,614 of these shares were owned directly by BVP VII Inst, 1,928,258 of these shares were owned directly by BVP VII and 3,253,936 of these shares were owned directly by BVP VII SOF. |
| 7. Reflects the conversion of the Issuer's Preferred Stock into Common Stock on a 1-for-1 basis, which became effective immediately prior to the closing of the Issuer's initial public offering. 721,870 of these shares were owned directly by BVP VII Inst, 1,649,988 of these shares were owned directly by BVP VII and 2,784,358 of these shares were owned directly by BVP VII SOF. |
| 8. Reflects the conversion of the Issuer's Preferred Stock into Common Stock on a 1-for-1 basis, which became effective immediately prior to the closing of the Issuer's initial public offering. 12,378 of these shares were owned directly by BVP VII Inst, 28,293 of these shares were owned directly by BVP VII and 47,746 of these shares were owned directly by BVP VII SOF. |
| 9. Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. |
| 10. 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. |
| 11. 399,702 of these shares are owned directly by 15 Angels, LLC, 2,823,048 of these shares are owned directly by BVP VII Inst, 6,452,683 of these shares are owned directly by BVP VII and 10,888,911 of these shares are owned directly by BVP VII SOF. |
| /s/ Scott Ring, General Counsel, Deer VII & Co. Ltd., the General Partner of Deer VII & Co. L.P., the General Partner of Bessemer Venture Partners VII L.P. | 06/28/2016 | |
| /s/Scott Ring, General Counsel, Deer VII & Co. Ltd., the General Partner of Deer VII & Co. L.P., the General Partner of Bessemer Venture Partners VII Institutional L.P. | 06/28/2016 | |
| /s/Scott Ring, General Counsel, Deer VII & Co. Ltd., the General Partner of Deer VII & Co. L.P., the General Partner of BVP VII Special Opportunity Fund L.P. | 06/28/2016 | |
| /s/Scott Ring, General Counsel, Deer VII & Co. Ltd., the General Partner of Deer VII & Co. L.P | 06/28/2016 | |
| /s/ Scott Ring, General Counsel, Deer VII & Co. Ltd | 06/28/2016 | |
| /s/ Scott Ring, Authorized Person | 06/23/2016 | |
| ** Signature of Reporting Person | 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. | ||