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Filing Details

Accession Number:: 0000899243-19-004329
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-02-20 21:34:20
Reporting Period:: 2019-02-15

Accepted Time:: 2019-02-20 21:34:20
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
1506450	B Byron Deeter	C/O Bessemer Venture Partners, 1865 Palmer Avenue, Suite 104 Larchmont NY 10538		Yes	No	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2019-02-15	74,993	$106.62	326,487	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2020-02-20	10,000	$0.00	316,487	No	4	G	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnote
No	4	G	Indirect	See footnote

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	12,640	Direct
Class A Common Stock	0	Indirect	See footnote

Footnotes

On February 15, 2019 the Byron B. Deeter and Allison K. Deeter Trustees UTD July 28, 2000 (the "Deeter Trust") sold 74,993 shares of Class A Common Stock of Twilio (the "Shares"). The Shares were sold in multiple executions at a price per share ranging from $106.19 to $107.01, with an average execution price per share of $106.62. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding such individual executions.
Includes 72,305 shares of Class A Common Stock received by the Deeter Trust in one or more pro rata distributions-in-kind from Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst"), Bessemer Venture Partners VIII L.P. ("BVP VIII" and together with BVP VIII Inst, the "BVP VIII Funds"), Bessemer Venture Partners VII L.P. ("BVP VII"), Bessemer Venture Partners VII Institutional L.P. ("BVP VII Inst"), BVP Special Opportunity Fund VII L.P. ("BVP VII SOF"), 15 Angels LLC ("BVP 15A"), Deer VII & Co. L.P. ("Deer VII LP") and Deer VIII & Co. L.P. ("Deer VIII LP") on February 14, 2019, which distributions were made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
These shares are held by the Deeter Trust.
Includes (i) 8,745 shares of Class A Common Stock and (ii) 3,895 restricted stock units (the "RSUs") previously granted to the Reporting Person, each of which units represents a contingent right to receive one share of Class A Common Stock of Twilio upon vesting.
The Reporting Person has agreed to assign to Deer Management Co. LLC the right to any shares issuable pursuant to the RSU or any proceeds from the sale thereof.
As of the date of this filing, 1,451,854 shares of Class B Common Stock are held by BVP VII, 635,186 shares of Class B Common Stock are held by BVP VII Inst, 2,450,004 shares of Class B Common Stock are held by BVP VII SOF and 89,933 shares of Class B Common Stock are held by BVP 15A. Each share of Class B Common Stock is convertible without payment or consideration into one share of Class A Common Stock at the option of the holder and has no expiration date.
As of the date of this filing, 1,048,541 shares of Class A Common Stock are held by BVP VIII and 1,261,019 shares of Class A Common Stock are held by BVP VIII Inst. Deer VIII & Co. Ltd. ("Deer VIII Ltd.") is the general partner of Deer VIII LP (and Deer VIII LP together with Deer VIII Ltd. and the BVP VIII Funds, the "BVP VIII Entities"), which is the general partner of the BVP VIII Funds. Deer VIII Ltd. and Deer VIII LP disclaim beneficial ownership of the securities held by the BVP VIII Funds, and this report shall not be deemed an admission that Deer VIII Ltd. and Deer VIII LP are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the BVP VIII Funds.
Byron Deeter is a director of Twilio and is a director of Deer VIII Ltd. Mr. Deeter also is a director of Deer VII & Co. Ltd. ("Deer VII Ltd."), which is the general partner of Deer VII LP, which is the general partner of BVP VII Inst, BVP VII SOF and BVP VII. Each of BVP VII Inst, BVP VII SOF, BVP VII and 15 Angels LLC, a wholly-owned subsidiary of BVP VII Inst (collectively, the "BVP VII Funds" and, together with Deer VII Ltd. and Deer VII LP, the "BVP VII Entities"), beneficially owns shares of Twilio's Class B Common Stock.
(Continued from footnote 8) Mr. Deeter serves as a representative of the BVP VII Entities and the BVP VIII Entities on the Board of Directors of Twilio. Mr. Deeter disclaims beneficial ownership of the securities held by the BVP VIII Funds and BVP VII Funds, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer VIII Ltd, his interest in Deer VIII LP, his indirect limited partnership interest in the BVP VIII Funds, his interest in Deer VII Ltd, his interest in Deer VII LP or his indirect limited partnership interest in the BVP VII Funds.
Deer VII Ltd. and Deer VII LP disclaim beneficial ownership of the securities held by the BVP VII Funds, and this report shall not be deemed an admission that Deer VIII Ltd. and Deer VIII LP are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the BVP VII Funds.