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^*

DALZELL RICHARD L

(Last)

(First)

(Middle)

C/O TWILIO INC.

101 SPEAR STREET, FIRST FLOOR

(Street)

SAN FRANCISCO

94105

(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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2019

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	12/16/2019		C		500	A	$0	11,883⁽¹⁾	D
Class A Common Stock	12/16/2019		S⁽²⁾		500	D	$100.0077⁽³⁾	11,383⁽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 (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)	$3.86	12/16/2019		M			500	⁽⁴⁾	03/24/2024	Class B Common Stock⁽⁵⁾	500	$0	117,500	D
Class B Common Stock⁽⁵⁾	⁽⁵⁾	12/16/2019		M		500		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	500	$0	500	D
Class B Common Stock⁽⁵⁾	⁽⁵⁾	12/16/2019		C			500	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	500	$0	0	D

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. The sales reported were effected pursuant to a 10b5-1 trading plan adopted 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 $100.00 to $100.02 per 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 shares subject to the option vested in 36 equal installments commencing on March 25, 2014. The shares subject to the option are fully vested and 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.

Remarks:

	/s/ Shanti Ariker as attorney in fact for Reporting Person	12/18/2019
	** 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, Shanti Ariker and Ivy Tseng, 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; (vi) Schedule 13G and (vii) 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, Schedule 13G 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 December 6, 2019.
/s/ Richard Dalzell