View:
Download DOC
Download PDF
Download XLS
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 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Kirkpatrick Lee
(Last) (First) (Middle)
C/O TWILIO INC.
375 BEALE STREET, SUITE 300
(Street)
SAN FRANCISCO CA 94105
(City) (State) (Zip)
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 Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/15/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 03/15/2017 C 17,292 A (1) 17,292 D
Class A Common Stock 03/15/2017 S(2) 10,000 D $30.8663(3) 7,292 D
Class A Common Stock 03/16/2017 S(4) 2,757 D $31.3 4,535 D
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) 6. Date Exercisable and Expiration Date (Month/Day/Year) 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: 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) $1.24 03/15/2017 M 10,000 (5) 05/16/2022 Class B Common Stock(1) 10,000 $0 491,076 D
Class B Common Stock(1) (1) 03/15/2017 M 10,000 (1) (1) Class A Common Stock 10,000 $0 131,404(6) D
Class B Common Stock(1) (1) 03/15/2017 C 17,292 (1) (1) Class A Common Stock 17,292 (1) 114,112(6) D
Employee Stock Option (right to buy) $10.09 (7) 12/30/2025 Class B Common Stock 175,000 175,000 D
Employee Stock Option (right to buy) $31.96 (8) 02/09/2027 Class A Common Stock 95,056 95,056 D
Explanation of Responses:
1. 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.
2. The sales reported were effected pursuant to a 10b5-1 trading plan adopted by the reporting person.
3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.37 to $31.35 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.
4. Represents the number of shares sold to cover the statutory tax withholding obligations in connection with the vesting of restricted stock units. 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.
5. 25% of the shares subject to this option vested on May 7, 2013, and the remaining shares subject to this option vest in 36 equal monthly installments thereafter, subject to the reporting person's continuous service to the Issuer on each such date. The option is early exercisable by the reporting person.
6. A portion of these shares represent Restricted Stock Units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Class B common stock.
7. The shares subject to this option vest in 34 equal monthly installments, with the first installment on May 7, 2012. The option is early exercisable by the reporting person.
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 on each vesting date.
/s/ Mariam Sattar as attorney in fact for Reporting Person 03/17/2017
** 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 March 8, 2017.

/s/ Lee Kirkpatrick
Lee Kirkpatrick