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 * Smith Karyn 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)
General Counsel and Secretary
(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)
Code V Amount (A) or (D) Price
Class A Common Stock  2/16/2021    S    200 (1) D $429.145 (2) 31137 (3) D   
Class A Common Stock  2/16/2021    S    415 (1) D $431.9299 (4) 30722 (3) D   
Class A Common Stock  2/16/2021    S    631 (1) D $433.117 (5) 30091 (3) D   
Class A Common Stock  2/16/2021    S    500 (1) D $434.136 (6) 29591 (3) D   
Class A Common Stock  2/16/2021    M    2800  A $111.32  32391 (3) D   
Class A Common Stock  2/16/2021    S(7)    2800  D $433.92  29591 (3) D   
Class A Common Stock                 5101  I  By The Karyn Smith Revocable Trust (8)

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)  $111.32  2/16/2021    M        2800    (9) 1/30/2029  Class A Common Stock  2800.0  $0  21460  D   
Employee Stock Option (right to buy)  $31.96                   (10) 2/9/2027  Class A Common Stock  8975.0    8975  D   
Employee Stock Option (right to buy)  $33.01                   (11) 2/19/2028  Class A Common Stock  17960.0    17960  D   
Employee Stock Option (right to buy)  $117.94                   (12) 2/21/2030  Class A Common Stock  22933.0    22933  D   

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 $429.07 to $429.22 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.
(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 $431.43 to $432.36 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 $432.64 to $433.42 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 $433.83 to $434.71 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 sales reported were executed under the Reporting Person's 10b5-1 trading plan, dated as of 3/6/2020.
(8)  The Karyn Smith Revocable Trust U/A/D 9/15/06 Amended 12/23/11, Karyn Smith Trustee.
(9)  The stock option shall vest 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.
(10)  This stock option shall vest as follows: 1/4th of the option shall vest on January 1, 2018 and 1/48th of the option shall vest monthly thereafter, subject to the Reporting Person's continued service to the Issuer through each vesting date.
(11)  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 continued service to the Issuer through each vesting date.
(12)  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
Smith Karyn
C/O TWILIO INC.
101 SPEAR STREET, FIRST FLOOR
SAN FRANCISCO, CA 94105


General Counsel and Secretary

Signatures
/s/ Karyn Smith 2/18/2021
**Signature of Reporting Person Date