SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDERTHE SECURITIES EXCHANGE ACTOF 1934
(Amendment No. ) *
Twilio Inc.
(Name of Issuer)
Class A Common Stock
Title of Class of Securities)
90138F 10 2
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,see theNotes).
Page 1
| CUSIP No.90138F 10 2 | 13G |
| 1. | Names of Reporting Persons
Redpoint Omega II, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
2,853,153 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
2,853,153 (2) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,853,153 (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
3.3% of Common Stock (7.7% of Class A Common Stock) (3)(4)(5) | |||||
| 12. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | This statement on Schedule 13G is filed by Redpoint Omega II, L.P. (“RO II”), Redpoint Omega Associates II, LLC (“ROA II”) and Redpoint Omega II, LLC (“RO II LLC,” together with RO II and ROA II, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of (i) 2,767,560 shares of Class B Common Stock held by RO II, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Persons, and (ii) 85,593 shares of Class B Common Stock held by ROA II, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Persons. RO II LLC serves as the sole general partner of RO II and the managers of RO II LLC commonly control ROA II. As such, RO II LLC possesses power to direct the voting and disposition of the shares owned by RO II and ROA II and may be deemed to have indirect beneficial ownership of the shares held by RO II and ROA II. RO II LLC owns no securities of the Issuer directly. The information with respect to the ownership of ordinary shares by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2016. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 87,129,132 shares of Common Stock (34,410,267 shares of Class A Common Stock and 52,718,865 shares of Class B Common Stock) outstanding as of October 31, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 7, 2016. |
| (4) | The Class A Common Stock beneficial ownership percentage is based on 34,410,267 shares of the Issuer’s Class A Common Stock outstanding as of October 31, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 7, 2016, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
| (5) | The shares held by the Reporting Persons represent 5.1% of the combined voting power of the Issuer’s Common Stock. |
Page 2
| CUSIP No.90138F 10 2 | 13G |
| 1. | Names of Reporting Persons
Redpoint Omega Associates II, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
2,853,153 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
2,853,153 (2) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,853,153 (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
3.3% of Common Stock (7.7% of Class A Common Stock) (3)(4)(5) | |||||
| 12. | Type of Reporting Person (see instructions)
OO | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of (i) 2,767,560 shares of Class B Common Stock held by RO II, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Persons, and (ii) 85,593 shares of Class B Common Stock held by ROA II, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Persons. RO II LLC serves as the sole general partner of RO II and the managers of RO II LLC commonly control ROA II. As such, RO II LLC possesses power to direct the voting and disposition of the shares owned by RO II and ROA II and may be deemed to have indirect beneficial ownership of the shares held by RO II and ROA II. RO II LLC owns no securities of the Issuer directly. The information with respect to the ownership of ordinary shares by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2016. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 87,129,132 shares of Common Stock (34,410,267 shares of Class A Common Stock and 52,718,865 shares of Class B Common Stock) outstanding as of October 31, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 7, 2016. |
| (4) | The Class A Common Stock beneficial ownership percentage is based on 34,410,267 shares of the Issuer’s Class A Common Stock outstanding as of October 31, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 7, 2016, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
| (5) | The shares held by the Reporting Persons represent 5.1% of the combined voting power of the Issuer’s Common Stock. |
Page 3
| CUSIP No.90138F 10 2 | 13G |
| 1. | Names of Reporting Persons
Redpoint Omega II, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
2,853,153 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
2,853,153 (2) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,853,153 (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
3.3% of Common Stock (7.7% of Class A Common Stock) (3)(4)(5) | |||||
| 12. | Type of Reporting Person (see instructions)
OO | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of (i) 2,767,560 shares of Class B Common Stock held by RO II, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Persons, and (ii) 85,593 shares of Class B Common Stock held by ROA II, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Persons. RO II LLC serves as the sole general partner of RO II and the managers of RO II LLC commonly control ROA II. As such, RO II LLC possesses power to direct the voting and disposition of the shares owned by RO II and ROA II and may be deemed to have indirect beneficial ownership of the shares held by RO II and ROA II. RO II LLC owns no securities of the Issuer directly. The information with respect to the ownership of ordinary shares by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2016. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 87,129,132 shares of Common Stock (34,410,267 shares of Class A Common Stock and 52,718,865 shares of Class B Common Stock) outstanding as of October 31, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 7, 2016. |
| (4) | The Class A Common Stock beneficial ownership percentage is based on 34,410,267 shares of the Issuer’s Class A Common Stock outstanding as of October 31, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 7, 2016, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
| (5) | The shares held by the Reporting Persons represent 5.1% of the combined voting power of the Issuer’s Common Stock. |
Page 4
| CUSIP No. 90138F 10 2 | 13G |
Introductory Note: This statement on Schedule 13G is being filed by the Reporting Persons in respect of common stock of Twilio Inc. (the “Issuer”).
| Item 1(a). | Name of Issuer: |
Twilio Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Officers: |
645 Harrison Street, Third Floor
San Francisco, California 94107
| Item 2(a). | Name of Person(s) Filing: |
Redpoint Omega II, L.P. (“RO II”)
Redpoint Omega Associates II, LLC (“ROA II”)
Redpoint Omega II, LLC (“RO II LLC”)
| Item 2(b). | Address of Principal Business Office: |
Redpoint Ventures
3000 Sand Hill Road, Suite 290
Menlo Park, California 94025
| Item 2(c). | Citizenship: |
RO II is a Delaware limited partnership
ROA II is a Delaware limited liability company
RO II LLC is a Delaware limited liability company
| Item 2(d). | Title of Class of Securities: |
Class A Common Stock
| Item 2(e). | CUSIP Number: |
90138F 10 2
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
Not applicable.
| Item 4(a). | Amount Beneficially Owned: |
| Item 4(b). | Percent of Class: |
| Item 4(c). | Number of shares as to which such persons have: |
Page 5
| CUSIP No. 90138F 10 2 | 13G |
The following information with respect to the ownership of Class A Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2016:
Reporting Persons | Class A Common Stock Held Directly (1) | Class B Common Stock Held Directly (1) | Shared Voting Power (1) | Shared Dispositive Power (1) | Beneficial Ownership (1) | Percentage of Class (1)(3)(4)(5) | ||||||||||||||||
RO II | 0 | 2,767,560 | 2,853,153 | 2,853,153 | 2,853,153 | 3.3% of Common Stock (7.7% of Class A Common Stock) | ||||||||||||||||
ROA II | 0 | 85,593 | 2,853,153 | 2,853,153 | 2,853,153 | 3.3% of Common Stock (7.7% of Class A Common Stock) | ||||||||||||||||
RO II LLC (2) | 0 | 0 | 2,853,153 | 2,853,153 | 2,853,153 | 3.3% of Common Stock (7.7% of Class A Common Stock) | ||||||||||||||||
| (1) | Represents the number of shares beneficially owned by the Reporting Persons as of December 31, 2016. |
| (2) | RO II LLC serves as the sole general partner of RO II and the managers of RO II LLC commonly control ROA II. As such, RO II LLC possesses power to direct the voting and disposition of the shares owned by RO II and ROA II and may be deemed to have indirect beneficial ownership of the shares held by RO II and ROA II. RO II LLC owns no securities of the Issuer directly. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 87,129,132 shares of Common Stock (34,410,267 shares of Class A Common Stock and 52,718,865 shares of Class B Common Stock) outstanding as of October 31, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 7, 2016. |
| (4) | The Class A Common Stock beneficial ownership percentage is based on 34,410,267 shares of the Issuer’s Class A Common Stock outstanding as of October 31, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 7, 2016, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
| (5) | The shares held by the Reporting Persons represent 5.1% of the combined voting power of the Issuer’s Common Stock. |
| Item 5. | Ownership of Five Percent or Less of a Class: |
If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person: |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group: |
Not applicable.
| Item 9. | Notice of Dissolution of Group: |
Not applicable.
| Item 10. | Certification: |
Not applicable.
Page 6
| CUSIP No. 90138F 10 2 | 13G |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2017
| REDPOINT OMEGA II, L.P. | ||
| By its General Partner, Redpoint Omega II, LLC | ||
| By: | /s/ Scott Raney | |
| Scott Raney | ||
| Manager | ||
| REDPOINT OMEGA ASSOCIATES II, LLC | ||
| By: | /s/ Scott Raney | |
| Scott Raney | ||
| Manager | ||
| REDPOINT OMEGA II, LLC | ||
| By: | /s/ Scott Raney | |
| Scott Raney | ||
| Manager | ||
| Exhibit(s): | 99.1: Joint Filing Statement | |
Page 7
