Boroditsky Marc Form 3 TWILIO / Marc Boroditsky ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Boroditsky Marc

(Last) (First) (Middle)

C/O TWILIO INC.

101 SPEAR STREET, FIRST FLOOR

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/15/2021

3. Issuer Name and Ticker or Trading Symbol
TWILIO INC [ TWLO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	61,876(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	02/23/2019	03/11/2025	Class B Common Stock(2)	46,250	7.07	D
Employee Stock Option (right to buy)	(3)	04/19/2028	Class A Common Stock	23,154	41.22	D
Employee Stock Option (right to buy)	(4)	02/19/2029	Class A Common Stock	24,820	116.3	D
Employee Stock Option (right to buy)	(5)	02/19/2030	Class A Common Stock	19,514	126.71	D
Employee Stock Option (right to buy)	(6)	04/19/2031	Class A Common Stock	12,821	367.65	D
Employee Stock Option (right to buy)	(7)	11/10/2031	Class A Common Stock	32,373	298	D

Explanation of Responses:

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

2. 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.

3. This award originally represented an option to purchase 25,154 shares, of which 2,000 options have been exercised. The shares subject to this option vest in 48 equal monthly installments, with the first installment on June 15, 2018, subject to the Reporting Person's continued service to the Issuer through each vesting date.

4. The shares subject to this option vest in 48 equal monthly installments, with the first installment on March 15, 2019, subject to the Reporting Person's continued service to the Issuer through each vesting date.

5. The shares subject to this option vest in 48 equal monthly installments, with the first installment on March 15, 2020, subject to the Reporting Person's continued service to the Issuer through each vesting date.

6. The shares subject to this option vest 1/16th on May 15, 2021 then in 45 equal monthly installments, subject to the Reporting Person's continued service to the Issuer through each vesting date.

7. The shares subject to this option vest in 24 equal monthly installments, with the first installment on December 11, 2021, subject to the Reporting Person's continued service to the Issuer through each vesting date.

Remarks:

Exhibit 24 Power of Attorney

	/s/ Mariam Sattar as attorney in fact for Reporting Person	12/17/2021
	** 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 5 (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.
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