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)

2/25/2021
(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 2/25/2021  A  18345 (1)A$0 135014 (2)D  
Class A Common Stock         76457 I By Lawson Revocable Trust (3)

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to buy) $377.59 2/25/2021  A   34132     (4)2/24/2031 Class A Common Stock 34132.0 $0 34132 D  
Employee Stock Option (right to buy) $117.94            (5)2/21/2030 Class A Common Stock 114767.0  114767 D  
Employee Stock Option (right to buy) $111.32            (6)1/30/2029 Class A Common Stock 110697.0  110697 D  
Employee Stock Option (right to buy) $33.01            (7)2/19/2028 Class A Common Stock 203589.0  203589 D  
Employee Stock Option (right to buy) $31.96            (8)2/9/2027 Class A Common Stock 163890.0  163890 D  

Explanation of Responses:
(1) The shares reported in this transaction represent Restricted Stock Units ("RSUs"). Each RSU represents the contingent right to receive one share of the Issuer's Class A common stock. The RSUs shall vest as follows: 33% of the RSUs shall vest in equal quarterly installments between the first and second anniversaries of December 31, 2020, 33% of the RSUs shall vest in equal quarterly installments between the second and third anniversaries of December 31, 2020 and 34% of the RSUs shall vest in equal quarterly installments between the third and fourth anniversaries of December 31, 2020, subject to the Reporting Person's continued service to the Issuer through each vesting date.
(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) Erica Freeman Lawson and Jeffrey Gordon Lawson Trustees of the Lawson Revocable Trust dated 10/2/11.
(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, 2020, 33% of the stock option shall vest in equal quarterly installments between the second and third anniversaries of December 31, 2020 and 34% of the stock option shall vest in equal quarterly installments between the third and fourth anniversaries of December 31, 2020, subject to the Reporting Person's continued service to the Issuer through each vesting date.
(5) 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.
(6) 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.
(7) This option shall vest as follows: 1/48th of the shares subject to the Option shall vest on March 15, 2018 and the remaining shares subject to the Option shall vest in equal monthly installments over the following four years, subject to the continued service to the Issuer through each such vesting date.
(8) The Stock Option ("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 continued service to the Issuer through each vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Lawson Jeff
C/O TWILIO INC.
101 SPEAR STREET, FIRST FLOOR
SAN FRANCISCO, CA 94105
XXChief Executive Officer

Signatures
/s/ Karyn Smith as attorney in fact for Reporting Person3/1/2021
**Signature of Reporting PersonDate

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