Statement of Changes in Beneficial Ownership (4)
February 18 2021 - 06:13PM
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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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)
2/16/2021
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(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 |
2/16/2021 |
|
S |
|
1000 (1) |
D |
$429.28 (2) |
109101 (3) |
D |
|
Class A Common Stock |
2/16/2021 |
|
S |
|
200 (1) |
D |
$429.89 |
108901 (3) |
D |
|
Class A Common Stock |
2/16/2021 |
|
S |
|
3018 (1) |
D |
$432.8054 (4) |
105883 (3) |
D |
|
Class A Common Stock |
2/16/2021 |
|
S |
|
2800 (1) |
D |
$433.77 (5) |
103083 (3) |
D |
|
Class A Common Stock |
2/16/2021 |
|
S |
|
500 (1) |
D |
$434.702 (6) |
102583 (3) |
D |
|
Class A Common Stock |
2/16/2021 |
|
S |
|
100 (1) |
D |
$435.59 |
102483 (3) |
D |
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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 |
Explanation of
Responses: |
(1) |
Represents the number of
shares sold to cover the statutory tax withholding obligations in
connection with the vesting of Restricted Stock Units ("RSUs").
This sale is mandated by the Issuer's election under its equity
incentive plans to require the satisfaction of minimum statutory
tax withholding obligations to be funded by a "sell-to-cover"
transaction and does not represent a discretionary sale by the
Reporting Person. |
(2) |
The reported price in Column
4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $428.78 to $429.63 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. |
(3) |
A portion of these shares
represent RSUs. Each RSU represents a contingent right to receive
one share of Issuer's Class A common stock. |
(4) |
The reported price in Column
4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $432.36 to $433.35 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 $433.40 to $434.28 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. |
(6) |
The reported price in Column
4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $434.50 to $435.00 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. |
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 |
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Signatures
|
/s/ Karyn Smith as attorney in fact for Reporting
Person |
|
2/18/2021 |
**Signature of
Reporting Person |
Date |