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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| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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*
| C/O TWILIO INC. |
| 375 BEALE STREET, SUITE 300 |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TWILIO INC
[ TWLO ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year)
06/12/2017
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Class A Common Stock |
06/12/2017 |
|
A |
|
6,005
|
A |
$0
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6,005 |
D |
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
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/s/ Mariam Sattar as attorney in fact for Reporting Person |
06/14/2017 |
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** 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. |
LIMITED POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of
Karyn Smith, Mariam Sattar and Alexis Rhorer, signing singly,
and with full power of substitution, the undersigned's true and
lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in
the undersigned's capacity as an officer and/or director of Twilio
Inc. (the ?Company?), from time to time the following U.S.?
Securities and Exchange Commission (?SEC?) forms: (i) Form ID,
including any attached documents, to effect the assignment of
codes to the undersigned to be used in the transmission of
information to the SEC using the EDGAR System; (ii) Form 3,
Initial Statement of Beneficial Ownership of Securities, including
any attached documents; (iii) Form 4, Statement of Changes in
Beneficial Ownership of Securities, including any attached documents;
(iv) Form 5, Annual Statement of Beneficial Ownership of Securities
in accordance with Section 16(a) of the Securities Exchange Act of
1934, as amended, and the rules thereunder, including any attached
documents; (v) Schedule 13D and (vi) amendments of each thereof,
in accordance with the Securities Exchange Act of 1934, as amended,
and the rules thereunder, including any attached documents;
(2) do and perform any and all acts for and on behalf
of the undersigned which may be necessary or desirable to complete
and execute any such Form 3, 4 or 5, Schedule 13D or any amendment(s)
thereto, and timely file such form(s) with the SEC and any
securities exchange, national association or similar authority; and
(3) take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest of,
or legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-
in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact,
acting singly, full power and authority to do and perform any and
every act and thing whatsoever requisite, necessary or proper to be
done in the exercise of any of the rights and powers herein granted,
as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-
in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney
and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at
the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with
Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934,
as amended. The undersigned hereby agrees to indemnify the attorneys-
in-fact and the Company from and against any demand, damage, loss, cost
or expense arising from any false or misleading information provided by
the undersigned to the attorneys-in-fact.
This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file such forms with
respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact. This Power
of Attorney supersedes any prior power of attorney in connection with
the undersigned?s capacity as an officer and/or director of the Company.
This Power of Attorney shall expire as to any individual attorney-in-fact
if such attorney-in-fact ceases to be an executive officer of, or legal
counsel to the Company.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of March 8, 2017.
/s/ Erika Rottenberg
Erika Rottenberg
