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 * Hu George 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)
11/30/2020
(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  11/30/2020    M    12326  A $31.72  133747 (1) D   
Class A Common Stock  11/30/2020    S(2)    325  D $317.6531 (3) 133422 (1) D   
Class A Common Stock  11/30/2020    S(2)    2658  D $318.9045 (4) 130764 (1) D   
Class A Common Stock  11/30/2020    S(2)    2130  D $319.7104 (5) 128634 (1) D   
Class A Common Stock  11/30/2020    S(2)    2750  D $320.891 (6) 125884 (1) D   
Class A Common Stock  11/30/2020    S(2)    3375  D $321.7464 (7) 122509 (1) D   
Class A Common Stock  11/30/2020    S(2)    960  D $322.7622 (8) 121549 (1) D   
Class A Common Stock  11/30/2020    S(2)    128  D $323.3939 (9) 121421 (1) D   
Class A Common Stock  12/1/2020    M    5000  A $31.72  126421 (1) D   
Class A Common Stock  12/1/2020    S(2)    5000  D $319.72  121421 (1) D   
Class A Common Stock  12/2/2020    M    1161  A $31.72  122582 (1) D   
Class A Common Stock  12/2/2020    S(2)    1161  D $308.37  121421 (1) 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)  $31.72  11/30/2020    M        12326    (10) 2/27/2024  Class A Common Stock  12326.0  $0  71604  D   
Employee Stock Option (right to buy)  $31.72  12/1/2020    M        5000    (10) 2/27/2024  Class A Common Stock  5000.0  $0  66604  D   
Employee Stock Option (right to buy)  $31.72  12/2/2020    M        1161    (10) 2/27/2024  Class A Common Stock  1161.0  $0  65443  D   
Employee Stock Option (right to buy)  $31.72                   (11) 2/27/2024  Class A Common Stock  185000.0    185000  D   
Employee Stock Option (right to buy)  $31.72                   (12) 2/27/2024  Class A Common Stock  185000.0    185000  D   
Employee Stock Option (right to buy)  $31.72                   (13) 2/27/2024  Class A Common Stock  185000.0    185000  D   
Employee Stock Option (right to buy)  $33.01                   (14) 2/19/2028  Class A Common Stock  96214.0    96214  D   
Employee Stock Option (right to buy)  $111.32                   (15) 1/30/2029  Class A Common Stock  73798.0    73798  D   
Employee Stock Option (right to buy)  $117.94                   (16) 2/21/2030  Class A Common Stock  58559.0    58559  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 executed under the Reporting Person's 10b5-1 trading plan, dated as of 9/6/2020.
(3)  The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $317.21 to $318.10 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 $318.25 to $319.22 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $319.25 to $320.24 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.
(6)  The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $320.27 to $321.24 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.
(7)  The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $321.27 to $322.25 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.
(8)  The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $322.31 to $323.08 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.
(9)  The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $323.37 to $323.47 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.
(10)  The shares subject to the stock option vest as follows: 25% of the stock option vested on February 28, 2018 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.
(11)  The shares subject to the stock option vest as follows: 50% of the stock option vested on March 31, 2018 and the remaining shares subject to the stock option shall vest in 24 equal monthly installments thereafter, subject to the Reporting Person's continued service to the Issuer through each vesting date.
(12)  The shares subject to the stock option vest as follows: 50% of the stock option vested on June 30, 2019 and the remaining shares subject to the stock option shall vest in 24 equal monthly installments thereafter, subject to the Reporting Person's continued service to the Issuer through each vesting date.
(13)  The shares subject to the stock option vest as follows: 50% of the stock option vested on December 31, 2018 and the remaining shares subject to the stock option shall vest in 24 equal monthly installments thereafter, subject to the Reporting Person's continued service to the Issuer through each vesting date.
(14)  The shares subject to this stock 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.
(15)  The stock option vests 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.
(16)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Hu George
C/O TWILIO INC.
101 SPEAR STREET, FIRST FLOOR
SAN FRANCISCO, CA 94105


Chief Operating Officer

Signatures
/s/ Karyn Smith as attorney in fact for Reporting Person 12/2/2020
**Signature of Reporting Person Date