Twilio (TWLO) Form 4 TWILIO / Jeff Lawson ownership change

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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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^*

Lawson Jeff

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/18/2019

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	04/18/2019		C		5,549	A	$0	65,485	I	By Lawson Revocable Trust(1)
Class A Common Stock	04/18/2019		S(2)		1,300	D	$119.1323(3)	64,185	I	By Lawson Revocable Trust(1)
Class A Common Stock	04/18/2019		S(2)		4,999	D	$120.1407(4)	59,186	I	By Lawson Revocable Trust(1)
Class A Common Stock	04/18/2019		S(2)		3,900	D	$121.2249(5)	55,286	I	By Lawson Revocable Trust(1)
Class A Common Stock	04/18/2019		S(2)		10,295	D	$122.2231(6)	44,991	I	By Lawson Revocable Trust(1)
Class A Common Stock	04/18/2019		S(2)		336	D	$122.7211(7)	44,655	I	By Lawson Revocable Trust(1)
Class A Common Stock(8)								169,110(9)	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
Class B Common Stock(10)	(10)	04/18/2019		C			5,549	(10)	(10)	Class A Common Stock	5,549	$0	6,068,849	I	By Lawson Revocable Trust(1)
Class B Common Stock(10)	(10)							(10)	(10)	Class A Common Stock	35,625		35,625(11)	D
Class B Common Stock(10)	(10)							(10)	(10)	Class A Common Stock	725,944		725,944	I	By Lawson 2014 GRAT(12)
Class B Common Stock(10)	(10)							(10)	(10)	Class A Common Stock	323,170		323,170	I	By Lawson 2014 Irrevocable Trust(13)

Explanation of Responses:

1. Erica Freeman Lawson and Jeffrey Gordon Lawson Trustees of the Lawson Revocable Trust dated 10/2/11.

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 $118.68 to $119.66 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.68 to $120.63 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.

5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.70 to $121.68 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 $121.70 to $122.69 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.70 to $122.75 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.

8. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A common stock. The RSUs shall vest as follows: 13/48th of the RSUs shall vest on February 15, 2018, after which 1/16th of the RSUs shall vest each quarter over then next 11 quarters, and 1/24th of the RSUs shall vest in the final quarter, subject to continued service to the Issuer on each vesting date.

9. A portion of these shares represent Restricted Stock Units ("RSUs"). Each RSU represents the contingent right to receive one share of the Issuer's Class A common stock.

10. 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.

11. A portion of these shares represent RSUs. Each RSU represents a contingent right to receive one share of Issuer's Class B Common Stock.

12. Jeffrey Gordon Lawson Trustee of the Lawson 2014 GRAT dated 12/29/14.

13. JP Morgan Trust Company of Delaware Trustee U/A 12/29/14 Lawson 2014 Irrevocable Trust.

	/s/ Alexis Rhorer as attorney in fact for Reporting Person	04/22/2019
	** Signature of Reporting Person	Date
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