Statement of Changes in Beneficial Ownership (4)

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) 2/16/2021
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	2/16/2021		F⁽¹⁾		4633	D	$435.29	122037 ⁽²⁾	D
Class A Common Stock	2/16/2021		G⁽³⁾		5368	D	$0	116669 ⁽²⁾	D
Class A Common Stock	2/16/2021		G⁽⁴⁾		5368	A	$0	76457	I	By Lawson Revocable Trust ⁽⁵⁾
Class A Common Stock	2/16/2021		C		49500	A	$0	125957	I	By Lawson Revocable Trust ⁽⁵⁾
Class A Common Stock	2/16/2021		S⁽⁶⁾		11956	D	$429.075 ⁽⁷⁾	114001	I	By Lawson Revocable Trust ⁽⁵⁾
Class A Common Stock	2/16/2021		S⁽⁶⁾		8543	D	$430.1059 ⁽⁸⁾	105458	I	By Lawson Revocable Trust ⁽⁵⁾
Class A Common Stock	2/16/2021		S⁽⁶⁾		4004	D	$431.5313 ⁽⁹⁾	101454	I	By Lawson Revocable Trust ⁽⁵⁾
Class A Common Stock	2/16/2021		S⁽⁶⁾		9082	D	$432.3806 ⁽¹⁰⁾	92372	I	By Lawson Revocable Trust ⁽⁵⁾
Class A Common Stock	2/16/2021		S⁽⁶⁾		11215	D	$433.5599 ⁽¹¹⁾	81157	I	By Lawson Revocable Trust ⁽⁵⁾
Class A Common Stock	2/16/2021		S⁽⁶⁾		3200	D	$434.3331 ⁽¹²⁾	77957	I	By Lawson Revocable Trust ⁽⁵⁾
Class A Common Stock	2/16/2021		S⁽⁶⁾		1500	D	$435.1907 ⁽¹³⁾	76457	I	By Lawson Revocable 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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock ⁽¹⁴⁾	⁽¹⁴⁾	2/16/2021		C			49500	⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	49500.0	$0	5072399	I	By Lawson Revocable Trust ⁽⁵⁾
Class B Common Stock ⁽¹⁴⁾	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	1033205.0		1033205	I	By Lawson 2014 Irrevocable Trust ⁽¹⁵⁾

Explanation of Responses:
(1)	Represents shares of Class A common stock that were withheld by the Issuer to satisfy tax withholding obligations of the Reporting Person in connection with the vesting of Restricted Stock Units ("RSUs").
(2)	A portion of these shares represent RSUs. Each RSU represents a contingent right to receive one share of Issuer's Class A common stock.
(3)	Represents shares that were contributed by the Reporting Person to the Reporting Person's trust.
(4)	Represents the shares received by the Reporting Person's trust.
(5)	Erica Freeman Lawson and Jeffrey Gordon Lawson Trustees of the Lawson Revocable Trust dated 10/2/11.
(6)	The sales reported were executed under the Reporting Person's 10b5-1 trading plan, dated as of 6/3/2020.
(7)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $428.695 to $429.57 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 $429.755 to $430.68 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 $430.88 to $431.81 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 $431.885 to $432.88 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)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $432.94 to $433.93 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.
(12)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $433.96 to $434.82 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.
(13)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $435.00 to $435.75 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.
(14)	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.
(15)	JP Morgan Trust Company of Delaware Trustee U/A 12/29/14 Lawson 2014 Irrevocable Trust.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	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