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
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Kirkpatrick Lee
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 Financial Officer
(Last)          (First)          (Middle)

C/O TWILIO INC., 375 BEALE STREET, SUITE 300
3. Date of Earliest Transaction (MM/DD/YYYY)

4/17/2018
(Street)

SAN FRANCISCO, CA 94105
(City)        (State)        (Zip)
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   4/17/2018     C    12000   A $0   76127   (1) D    
Class A Common Stock   4/17/2018     S (2)    7900   D $40.6747   (3) 68227   (1) D    
Class A Common Stock   4/17/2018     S (2)    4100   D $41.1198   (4) 64127   (1) D    
Class A Common Stock                  80127   I   By The Kirkpatrick Family Trust   (5)

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)   $1.24   4/17/2018     M         12000      (6) 5/16/2022   Class B Common Stock   (7) 12000   $0   319432   D    
Class B Common Stock   (7)   (7) 4/17/2018     M      12000         (7)   (7) Class A Common Stock   12000   $0   51899   (8) D    
Class B Common Stock   (7)   (7) 4/17/2018     C         12000      (7)   (7) Class A Common Stock   12000   $0   39899   (8) D    
Employee Stock Option (right to buy)   $10.09                      (9) 12/30/2025   Class B Common Stock   169171     169171   D    
Employee Stock Option (right to buy)   $31.96                      (10) 2/9/2027   Class A Common Stock   95056     95056   D    

Explanation of Responses:
(1)  A portion of these shares represent Restricted Stock Units ("RSUs"). Each RSU represents the contingent right to receive one share of the 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 $39.88 to $40.86 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 $40.88 to $41.31 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 Kirkpatrick Family Trust, established 9/28/1999.
(6)  25% of the shares subject to this option vested on May 7, 2013, and the remaining shares subject to this option vested in 36 equal monthly installments thereafter. The option is fully vested and exercisable by the Reporting Person.
(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 RSU's. 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 34 equal monthly installments, with the first installment on July 15, 2016, subject to the Reporting Person's continuous service to the Issuer on each vesting date. The shares subject to this option are early exercisable by the Reporting Person.
(10)  The stock option vests 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 on each vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kirkpatrick Lee
C/O TWILIO INC.
375 BEALE STREET, SUITE 300
SAN FRANCISCO, CA 94105


Chief Financial Officer

Signatures
/s/ Alexis Rhorer as attorney in fact for Reporting Person 4/19/2018
** 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 control number.
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