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 * Lawson Jeff 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
(Last)         (First)         (Middle)
C/O TWILIO INC., 101 SPEAR STREET, FIRST FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)
1/19/2021
(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  1/19/2021    C    49500  A $0  120589  I  By Lawson Revocable Trust (1)
Class A Common Stock  1/19/2021    S(2)    4100  D $380.8466 (3) 116489  I  By Lawson Revocable Trust (1)
Class A Common Stock  1/19/2021    S(2)    6900  D $381.7722 (4) 109589  I  By Lawson Revocable Trust (1)
Class A Common Stock  1/19/2021    S(2)    8731  D $382.7065 (5) 100858  I  By Lawson Revocable Trust (1)
Class A Common Stock  1/19/2021    S(2)    3006  D $383.5723 (6) 97852  I  By Lawson Revocable Trust (1)
Class A Common Stock  1/19/2021    S(2)    4846  D $384.9176 (7) 93006  I  By Lawson Revocable Trust (1)
Class A Common Stock  1/19/2021    S(2)    10252  D $385.7272 (8) 82754  I  By Lawson Revocable Trust (1)
Class A Common Stock  1/19/2021    S(2)    7710  D $386.7989 (9) 75044  I  By Lawson Revocable Trust (1)
Class A Common Stock  1/19/2021    S(2)    3755  D $388.4678 (10) 71289  I  By Lawson Revocable Trust (1)
Class A Common Stock  1/19/2021    S(2)    200  D $390  71089  I  By Lawson Revocable Trust (1)
Class A Common Stock                 126670 (11) 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
Class B Common Stock (12)  (12) 1/19/2021    C        49500    (12)  (12) Class A Common Stock  49500.0  $0  5121899  I  By Lawson Revocable Trust (1)
Class B Common Stock (12)  (12)                  (12)  (12) Class A Common Stock  1033205.0    1033205  I  By Lawson 2014 Irrevocable Trust (13)

Explanation of Responses:
(1)  Erica Freeman Lawson and Jeffrey Gordon Lawson Trustees of the Lawson Revocable Trust dated 10/2/11.
(2)  The sales reported were executed under the Reporting Person's 10b5-1 trading plan, dated as of 6/3/2020.
(3)  The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $380.18 to $381.11 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 $381.18 to $382.175 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 $382.20 to $383.19 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 $383.20 to $384.12 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 $384.255 to $385.245 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 $385.26 to $386.19 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 $386.30 to $387.28 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $387.70 to $388.65 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.
(11)  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.
(12)  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.
(13)  JP Morgan Trust Company of Delaware Trustee U/A 12/29/14 Lawson 2014 Irrevocable Trust.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Lawson Jeff
C/O TWILIO INC.
101 SPEAR STREET, FIRST FLOOR
SAN FRANCISCO, CA 94105
X X Chief Executive Officer

Signatures
/s/ Karyn Smith as attorney in fact for Reporting Person 1/21/2021
**Signature of Reporting Person Date