SEC FORM
4
SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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| OMB Number: |
3235-0287 |
| Estimated average burden |
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0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
1. Name and Address of Reporting Person*
| C/O TWILIO INC. |
| 375 BEALE STREET, SUITE 300 |
(Street)
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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 |
|
3. Date of Earliest Transaction
(Month/Day/Year)
02/10/2017
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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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 |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
|
2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
|
Restricted Stock Units
|
02/10/2017 |
|
A |
|
87,271 |
A |
$0
|
87,271 |
D |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
3)
|
2. Conversion or Exercise Price of Derivative Security
|
3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
|
5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
|
9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
|
10. Ownership Form: 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) |
$31.96
|
02/10/2017 |
|
A |
|
163,890 |
|
|
02/09/2027 |
Class A Common Stock |
163,890 |
$31.96
|
163,890 |
D |
|
| Explanation of Responses: |
|
|
|
/s/ Mariam Sattar as attorney in fact for Reporting Person |
02/14/2017 |
|
** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
LIMITED POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of Karyn
Smith, Mariam Sattar and Alexis Rhorer, signing singly, and with full
power of substitution, the undersigned's true and lawful attorney-in-fact
to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of Twilio Inc.
(the ?Company?), from time to time the following U.S.?Securities and
Exchange Commission (?SEC?) forms: (i) Form ID, including any attached
documents, to effect the assignment of codes to the undersigned to be
used in the transmission of information to the SEC using the EDGAR
System; (ii) Form 3, Initial Statement of Beneficial Ownership of
Securities, including any attached documents; (iii) Form 4,
Statement of Changes in Beneficial Ownership of Securities, including
any attached documents; (iv) Form 5, Annual Statement of Beneficial
Ownership of Securities in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended, and the rules thereunder,
including any attached documents; (v) Schedule 13D and (vi) amendments
of each thereof, in accordance with the Securities Exchange Act
of 1934, as amended, and the rules thereunder, including any attached
documents;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute
any such Form 3, 4 or 5, Schedule 13D or any amendment(s) thereto, and
timely file such form(s) with the SEC and any securities exchange, national
association or similar authority; and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact, may be
of benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions
as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact, acting
singly, full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with
full power of substitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power
of Attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as
amended. The undersigned hereby agrees to indemnify the attorneys-in-fact
and the Company from and against any demand, damage, loss, cost or expense
arising from any false or misleading information provided by the undersigned
to the attorneys-in-fact.
This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file such forms with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned?s capacity as an officer and/or
director of the Company. This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an executive
officer of, or legal counsel to the Company.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of February 1, 2017.
/s/ Jeff Lawson
Jeff Lawson
