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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Smith Karyn (Last) (First) (Middle) C/O TWILIO INC. 101 SPEAR STREET, FIRST FLOOR (Street) SAN FRANCISCO CA 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) Director 10% Owner X Officer (give title below) Other (specify below) General Counsel and Secretary
	3. Date of Earliest Transaction (Month/Day/Year) 12/20/2019
	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/20/2019		C		12,815	A	$0	52,414(1)	D
Class A Common Stock	12/20/2019		M		1,229	A	$31.96	53,643(1)	D
Class A Common Stock	12/20/2019		M		1,283	A	$33.01	54,926(1)	D
Class A Common Stock	12/20/2019		S(2)		14,411	D	$100.3915(3)	40,515(1)	D
Class A Common Stock	12/20/2019		S(2)		916	D	$100.8243(4)	39,599(1)	D
Class A Common Stock								2,821	I	By The Karyn Smith Revocable Trust(5)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$4.73	12/20/2019		M			11,769	(6)	10/28/2024	Class B Common Stock(7)	11,769	$0	16,543	D
Class B Common Stock(7)	(7)	12/20/2019		M		11,769		(7)	(7)	Class A Common Stock	11,769	$0	13,649(8)	D
Employee Stock Option (right to buy)	$10.09	12/20/2019		M			1,046	(9)	12/30/2025	Class B Common Stock(7)	1,046	$0	10,957	D
Class B Common Stock(7)	(7)	12/20/2019		M		1,046		(7)	(7)	Class A Common Stock	1,046	$0	14,695(8)	D
Employee Stock Option (right to buy)	$31.96	12/20/2019		M			1,229	(10)	02/09/2027	Class A Common Stock	1,229	$0	15,980	D
Employee Stock Option (right to buy)	$33.01	12/20/2019		M			1,283	(11)	02/19/2028	Class A Common Stock	1,283	$0	33,355	D
Class B Common Stock(7)	(7)	12/20/2019		C			12,815	(7)	(7)	Class A Common Stock	12,815	$0	1,880(8)	D
Class B Common Stock(7)	(7)							(7)	(7)	Class A Common Stock	1,172		1,172	I	By The Karyn Smith Revocable Trust(5)
Employee Stock Option (right to buy)	$111.32							(12)	01/30/2029	Class A Common Stock	27,060		27,060	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 $99.76 to $100.75 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.77 to $100.88 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.

5. The Karyn Smith Revocable Trust U/A/D 9/15/06 Amended 12/23/11, Karyn Smith Trustee.

6. This stock option grant became fully vested on September 2, 2018.

7. 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.

8. A portion of these shares represent RSUs. Each RSU represents a contingent right to receive one share of Issuer's Class B Common Stock.

9. 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 through each vesting date. The option is early exercisable by the Reporting Person.

10. This option shall vest as follows: 1/4th of the option shall vest on January 1, 2018 and 1/48th of the option shall vest monthly thereafter, subject to the Reporting Person's continued service to the Issuer through each vesting date.

11. The shares subject to this option vest in 48 equal monthly installments, with the first installment on March 15, 2018, subject to the Reporting Person's continuous service to the Issuer through each vesting date.

12. The stock option shall vest as follows: 33% of the stock option shall vest on December 31, 2020, 33% of the stock option shall vest on December 31, 2021 and 34% of the stock option shall vest on December 31, 2022, subject to the Reporting Person's continued service to the Issuer through each vesting date.

Remarks:

	/s/ Shanti Ariker as attorney in fact for Reporting Person	12/23/2019
	** 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 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/ Karyn Smith