Statement of Changes in Beneficial Ownership (4)
February 12 2021 - 06:53PM
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
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
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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 * 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)
2/10/2021
|
(Street)
SAN FRANCISCO, CA 94105
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 |
2/10/2021 |
|
M |
|
5000 |
A |
$31.72 |
115101 (1) |
D |
|
Class A Common Stock |
2/10/2021 |
|
S(2) |
|
5000 |
D |
$412.32 |
110101 (1) |
D |
|
Class A Common Stock |
2/11/2021 |
|
M |
|
2174 |
A |
$31.72 |
112275 (1) |
D |
|
Class A Common Stock |
2/11/2021 |
|
S(2) |
|
2174 |
D |
$428.98 |
110101 (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 |
2/10/2021 |
|
M |
|
|
5000 |
(3) |
2/27/2024 |
Class A Common Stock |
5000.0 |
$0 |
31956 |
D |
|
Employee Stock Option (right to
buy) |
$31.72 |
2/11/2021 |
|
M |
|
|
2174 |
(3) |
2/27/2024 |
Class A Common Stock |
2174.0 |
$0 |
29782 |
D |
|
Employee Stock Option (right to
buy) |
$117.94 |
|
|
|
|
|
|
(4) |
2/21/2030 |
Class A Common Stock |
58559.0 |
|
58559 |
D |
|
Employee Stock Option (right to
buy) |
$33.01 |
|
|
|
|
|
|
(5) |
2/19/2028 |
Class A Common Stock |
96214.0 |
|
96214 |
D |
|
Employee Stock Option (right to
buy) |
$31.72 |
|
|
|
|
|
|
(6) |
2/27/2024 |
Class A Common Stock |
185000.0 |
|
185000 |
D |
|
Employee Stock Option (right to
buy) |
$31.72 |
|
|
|
|
|
|
(7) |
2/27/2024 |
Class A Common Stock |
185000.0 |
|
185000 |
D |
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Employee Stock Option (right to
buy) |
$111.32 |
|
|
|
|
|
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(8) |
1/30/2029 |
Class A Common Stock |
73798.0 |
|
73798 |
D |
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Employee Stock Option (right to
buy) |
$31.72 |
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|
|
|
|
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(9) |
2/27/2024 |
Class A Common Stock |
185000.0 |
|
185000 |
D |
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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 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. |
(4) |
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. |
(5) |
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. |
(6) |
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. |
(7) |
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. |
(8) |
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. |
(9) |
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. |
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 |
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Chief Operating Officer |
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Signatures
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/s/ Karyn Smith as attorney in fact for Reporting
Person |
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2/12/2021 |
**Signature of
Reporting Person |
Date |