Filing Details
- Accession Number:
- 0001127602-19-013073
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2019-03-22 20:20:05
- Reporting Period:
- 2019-03-20
- Accepted Time:
- 2019-03-22 20:20:05
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1447669 | Twilio Inc | TWLO | Services-Prepackaged Software (7372) | 000000000 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1665730 | Karyn Smith | C/O Twilio Inc. 375 Beale Street, Suite 300 San Francisco CA 94105 | General Counsel And Secretary | No | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2019-03-20 | 4,619 | $31.96 | 55,881 | No | 4 | M | Direct | |
| Class A Common Stock | Acquisiton | 2019-03-20 | 5,817 | $33.01 | 61,698 | No | 4 | M | Direct | |
| Class A Common Stock | Acquisiton | 2019-03-20 | 14,051 | $0.00 | 75,749 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2019-03-20 | 4,200 | $128.36 | 71,549 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2019-03-20 | 10,671 | $129.26 | 60,878 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2019-03-20 | 4,070 | $130.07 | 56,808 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2019-03-20 | 3,946 | $131.15 | 52,862 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2019-03-20 | 1,600 | $131.92 | 51,262 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | C | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class B Common Stock | Employee Stock Option (right to buy) | Disposition | 2019-03-20 | 14,051 | $0.00 | 14,051 | $4.73 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2019-03-20 | 14,051 | $0.00 | 14,051 | $0.00 |
| Class A Common Stock | Employee Stock Option (right to buy) | Disposition | 2019-03-20 | 4,619 | $0.00 | 4,619 | $31.96 |
| Class A Common Stock | Employee Stock Option (right to buy) | Disposition | 2019-03-20 | 5,817 | $0.00 | 5,817 | $33.01 |
| Class A Common Stock | Class B Common Stock | Disposition | 2019-03-20 | 14,051 | $0.00 | 14,051 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 130,115 | 2024-10-28 | No | 4 | M | Direct | |
| 21,568 | No | 4 | M | Direct | ||
| 54,381 | 2027-02-09 | No | 4 | M | Direct | |
| 44,880 | 2028-02-19 | No | 4 | M | Direct | |
| 7,517 | No | 4 | C | Direct |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Class A Common Stock | 2,821 | Indirect | By The Karyn Smith Revocable Trust |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Class B Common Stock | $0.00 | 1,172 | 1,172 | Indirect | ||
| Class B Common Stock | Employee Stock Option (right to buy) | $10.09 | 2025-12-30 | 22,939 | 22,939 | Direct | |
| Class A Common Stock | Employee Stock Option (right to buy) | $111.32 | 2029-01-30 | 27,060 | 27,060 | Direct |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 1,172 | 1,172 | Indirect | |
| 2025-12-30 | 22,939 | 22,939 | Direct |
| 2029-01-30 | 27,060 | 27,060 | Direct |
Footnotes
- 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.
- The sales reported were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person.
- The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $127.74 to $128.73 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.
- The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $128.74 to $129.72 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.
- The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $129.75 to $130.74 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.
- The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $130.75 to $131.73 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.
- The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $131.74 to $132.17 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.
- The Karyn Smith Revocable Trust U/A/D 9/15/06 Amended 12/23/11, Karyn Smith Trustee.
- 25% of the shares subject to this option vested on September 2, 2015, and the remaining shares subject to this option vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service to the Issuer through each vesting date. The option is early exercisable by the Reporting Person.
- 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.
- A portion of these shares represent RSUs. Each RSU represents a contingent right to receive one share of Issuer's Class B Common Stock.
- This 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 the Reporting Person's continued service to the Issuer through each vesting date.
- The shares subject to this option vest in 48 equal monthly installments, with the first installment on March 15, 2018, subject to the Reporting Person's continued service to the Issuer through each vesting date.
- The shares subject to this option vest in 48 equal monthly installments, with the first installment on February 15, 2016, subject to the Reporting Person's continuous service to the Issuer through each vesting date. The option is early exercisable by the Reporting Person.
- The stock option shall vest as follows: 33% of the stock option shall vest on December 31, 2020, 33% of the stock option shall vest on December 31, 2021 and 34% of the stock option shall vest on December 31, 2022, subject to the Reporting Person's continued service to the Issuer through each vesting date.
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