Statement of Changes in Beneficial Ownership (4)
November 15 2021 - 06:54PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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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|
| 1. Name
and Address of Reporting Person *
Shipchandler Khozema |
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)
Chief Operating Officer |
|
(Last)
(First)
(Middle)
C/O TWILIO INC., 101 SPEAR STREET, FIRST FLOOR |
3. Date of Earliest Transaction (MM/DD/YYYY)
11/11/2021
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|
(Street)
SAN FRANCISCO, CA 94105
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
11/11/2021 |
|
A |
|
7487 (1) |
A |
$0 |
75868 (2) |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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) |
$298.0 |
11/11/2021 |
|
A |
|
13565 |
|
(3) |
11/10/2031 |
Class A Common Stock |
13565.0 |
$0 |
13565 |
D |
|
|
Employee Stock Option (right to
buy) |
$76.63 |
|
|
|
|
|
|
(4) |
10/31/2028 |
Class A Common Stock |
45072.0 |
|
45072 |
D |
|
|
Employee Stock Option (right to
buy) |
$117.94 |
|
|
|
|
|
|
(5) |
2/21/2030 |
Class A Common Stock |
44158.0 |
|
44158 |
D |
|
|
Employee Stock Option (right to
buy) |
$377.59 |
|
|
|
|
|
|
(6) |
2/24/2031 |
Class A Common Stock |
18126.0 |
|
18126 |
D |
|
| Explanation of
Responses: |
| (1) |
The shares reported in this
transaction represent Restricted Stock Units ("RSUs"). Each RSU
represents the contingent right to receive one share of the
Issuer's Class A common stock. The RSUs shall vest as follows: 33%
of the RSUs shall vest in equal quarterly installments between the
first and second anniversaries of December 31, 2021, 33% of the
RSUs shall vest in equal quarterly installments between the second
and third anniversaries of December 31, 2021 and 34% of the RSUs
shall vest in equal quarterly installments between the third and
fourth anniversaries of December 31, 2021, subject to the Reporting
Person's continued service to the Issuer through each vesting
date. |
| (2) |
A portion of these shares
represent RSUs. Each RSU represents a contingent right to receive
one share of Issuer's Class A common stock. |
| (3) |
The shares subject to the
stock option vest as follows: 33% of the stock option shall vest in
equal quarterly installments between the first and second
anniversaries of December 31, 2021, 33% of the stock option shall
vest in equal quarterly installments between the second and third
anniversaries of December 31, 2021 and 34% of the stock option
shall vest in equal quarterly installments between the third and
fourth anniversaries of December 31, 2021, subject to the Reporting
Person's continued service to the Issuer through each vesting
date. |
| (4) |
The shares subject to the
stock option vest as follows: 25% of the stock option shall vest on
November 1, 2019, and the remaining shares subject to the stock
option shall vest in equal monthly installments over the following
three years, subject to the Reporting Person's continued service to
the Issuer through each vesting date. |
| (5) |
The shares subject to the
stock option vest as follows: 33% of the stock option shall vest in
equal quarterly installments between the first and second
anniversaries of December 31, 2019, 33% of the stock option shall
vest in equal quarterly installments between the second and third
anniversaries of December 31, 2019 and 34% of the stock option
shall vest in equal quarterly installments between the third and
fourth anniversaries of December 31, 2019, subject to the Reporting
Person's continued service to the Issuer through each vesting
date. |
| (6) |
The shares subject to the
stock option vest as follows: 33% of the stock option shall vest in
equal quarterly installments between the first and second
anniversaries of December 31, 2020, 33% of the stock option shall
vest in equal quarterly installments between the second and third
anniversaries of December 31, 2020 and 34% of the stock option
shall vest in equal quarterly installments between the third and
fourth anniversaries of December 31, 2020, subject to the Reporting
Person's continued service to the Issuer through each vesting
date. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Shipchandler Khozema
C/O TWILIO INC.
101 SPEAR STREET, FIRST FLOOR
SAN FRANCISCO, CA 94105 |
|
|
Chief Operating Officer |
|
Signatures
|
|
/s/ Mariam Sattar as attorney in fact for
Reporting Person |
|
11/15/2021 |
| **Signature of
Reporting Person |
Date |
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