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)
101 SPEAR STREET, FIFTH 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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/28/2023
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
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 06/28/2023 C 4,580,822 A $0 4,807,219 I By Lawson Revocable Trust(1)
Class A Common Stock 06/28/2023 C 1,022,705 A $0 1,022,705 I By Lawson 2014 Irrevocable Trust(2)
Class A Common Stock 184,032(3) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (4) 06/28/2023 C 4,580,822 (4) (4) Class A Common Stock 4,580,822 $0 0 I By Lawson Revocable Trust(1)
Class B Common Stock (4) 06/28/2023 C 1,022,705 (4) (4) Class A Common Stock 1,022,705 $0 0 I By Lawson 2014 Irrevocable Trust(2)
Employee Stock Option (right to buy) $10.09 06/28/2023 J(5) 316,667 (6) 12/30/2025 Class A Common Stock 316,667 $0 0 D
Employee Stock Option (right to buy) $10.09 06/28/2023 J(5) 316,667 (6) 12/30/2025 Class A Common Stock 316,667 $0 316,667 D
Explanation of Responses:
1. Shares are held by Erica Freeman Lawson and Jeffrey Gordon Lawson, as trustees of the Lawson Revocable Trust dated 10/2/11.
2. Shares are held by JP Morgan Trust Company of Delaware, as trustee of the Lawson 2014 Irrevocable Trust dated 12/29/2014.
3. 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.
4. On June 28, 2023, each outstanding share of the Issuer's Class B Common Stock automatically converted into one share of the Issuer's Class A Common Stock, in accordance with the Issuer's Amended and Restated Certificate of Incorporation (the "Conversion").
5. In connection with the Conversion described in footnote (4), at the time of the Conversion, each outstanding option to purchase shares of the Issuer's Class B Common Stock issued pursuant to the Issuer's Amended and Restated 2008 Stock Option Plan was automatically converted into an option to purchase the same number of shares of the Issuer's Class A Common Stock. Otherwise, the terms of each such option remained unchanged.
6. The shares subject to this option vested 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.
Remarks:
/s/ Sarah DiLorenzo as attorney in fact for Reporting Person. 06/30/2023
** 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.

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