Twilio Inc. - SEC Filing

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SEC FORM 4 SEC Form 4

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^*

Lawson Jeff

(Last)

(First)

(Middle)

C/O TWILIO INC.

645 HARRISON STREET, FL 3

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/20/2016		C		63,333	A	$0	63,333	D
Class A Common Stock	10/20/2016		C		35,908	A	$0	35,908	I	By Lawson 2014 Irrevocable Trust⁽¹⁾
Class A Common Stock	10/20/2016		C		82,263	A	$0	82,263	I	By Lawson 2014 GRAT⁽²⁾
Class A Common Stock	10/20/2016		C		649,473	A	$0	649,473	I	By Lawson Revocable Trust⁽³⁾

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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$10.09	10/20/2016		M			63,333	⁽⁴⁾	12/30/2025	Class B Common Stock	63,333	$0	316,667	D
Class B Common Stock	⁽⁵⁾	10/20/2016		M		63,333		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	63,333	$0	217,708⁽⁶⁾	D
Class B Common Stock	⁽⁵⁾	10/20/2016		C			63,333	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	63,333	$0	154,375⁽⁶⁾	D
Class B Common Stock	⁽⁵⁾	10/20/2016		C			35,908	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	35,908	$0	323,170	I	By Lawson 2014 Irrevocable Trust⁽¹⁾
Class B Common Stock	⁽⁵⁾	10/20/2016		C			82,263	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	82,263	$0	740,364	I	By Lawson 2014 GRAT⁽²⁾
Class B Common Stock	⁽⁵⁾	10/20/2016		C			649,473	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	649,473	$0	6,421,908	I	By Lawson Revocable Trust⁽³⁾

Explanation of Responses:

1. JP Morgan Trust Company of Delaware Trustee U/A 12/29/14 Lawson 2014 Irrevocable Trust.

2. Jeffrey Gordon Lawson Trustee of the Lawson 2014 GRAT dated 12/29/14.

3. Erica Freeman Lawson and Jeffrey Gordon Lawson Trustees of the Lawson Revocable Trust dated 10/2/11.

4. 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.

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.

	/s/ Alexis Rhorer as attorney in fact for Reporting Person	10/24/2016
	** 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).
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