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Filing Details

Accession Number:: 0000899243-19-028298
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-11-29 14:47:42
Reporting Period:: 2019-11-26

Accepted Time:: 2019-11-29 14:47:42
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1447669	Twilio Inc	TWLO	()	E9

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1407577	L.p. Institutional Vii Partners Venture Bessemer	C/O Bessemer Venture Partners 1865 Palmer Avenue, Suite 104 Larchmont NY 10538	Yes	No	No	No
1459524	Bvp Vii Special Opportunity Fund Lp	C/O Bessemer Venture Partners 1865 Palmer Avenue, Suite 104 Larchmont NY 10538	Yes	No	No	No
1534338	L.p. Vii Partners Venture Bessemer	C/O Bessemer Venture Partners 1865 Palmer Avenue, Suite 104 Larchmont NY 10538	Yes	No	No	No
1540726	Deer Vii & Co. Ltd.	C/O Bessemer Venture Partners 1865 Palmer Avenue, Suite 104 Larchmont NY 10538	Yes	No	No	No
1540731	Deer Vii & Co. L.p.	C/O Bessemer Venture Partners 1865 Palmer Avenue, Suite 104 Larchmont NY 10538	Yes	No	No	No
1677269	15 Angels Llc	C/O Bessemer Venture Partners 1865 Palmer Ave., Suite 104 Larchmont NY 10538	Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2019-11-26	771,162	$0.00	771,162	No	4	C	Indirect	See Footnotes
Class A Common Stock	Disposition	2019-11-26	763,760	$0.00	7,402	No	4	J	Indirect	See Footnotes
Class A Common Stock	Disposition	2019-11-26	7,402	$103.11	0	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnotes
No	4	J	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2019-11-26	771,162	$0.00	771,162	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Indirect

Footnotes

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.
Represents 241,975 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners VII L.P. ("BVP VII"), 105,864 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners VII Institutional L.P. ("BVP VII Inst"), 408,335 shares converted from Class B Common Stock to Class A Common Stock by BVP Special Opportunity Fund VII L.P. ("BVP VII SOF"), and 14,988 shares converted from Class B Common Stock to Class A Common Stock by 15 Angels LLC ("BVP 15A" and together with BVP VII, BVP VII Inst, and BVP VII SOF, the "BVP VII Funds").
Deer VII & Co. Ltd. ("Deer VII Ltd.") is the general partner of Deer VII & Co. L.P. ("Deer VII L.P." and, together with the BVP VII Funds and Deer VII Ltd., the "BVP VII Entities"), which is the general partner of each of BVP VII, BVP VII Inst and BVP VII SOF. BVP 15A is a wholly-owned subsidiary of BVP VII Inst. Deer VII Ltd. and Deer VII L.P. disclaim beneficial ownership of the securities held by the BVP VII Funds, and this report shall not be deemed an admission that Deer VII Ltd. and Deer VII L.P. 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.
Byron Deeter is a director of Twilio Inc. ("Twilio"). Mr. Deeter also is a director of Deer VII Ltd. Mr. Deeter also is a director of Deer VIII & Co. Ltd. ("Deer VIII Ltd."), which is the general partner of Deer VIII & Co. L.P. ("Deer VIII L.P."), which is the general partner of Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst") and Bessemer Venture Partners VIII L.P. ("BVP VIII" and, together with BVP VIII Inst, Deer VIII Ltd. and Deer VIII L.P., the "BVP VIII Entities"). Mr. Deeter serves as a representative of the BVP VII Entities and the BVP VIII Entities on the Board of Directors of Twilio.
On November 26, 2019, BVP VII, BVP VII Inst, BVP VII SOF, and BVP 15A distributed, for no consideration, 239,652, 104,848, 404,415, and 14,845 shares (collectively, the "Shares"), respectively, of Class A Common Stock to their limited partners and to Deer VII L.P., representing each such partner's pro rata interest in such Shares. On the same date, one or more of such limited partner(s) distributed, for no consideration, the Shares to certain of its or their members in an amount equal to each such member's or members' respective pro rata interests in the Shares. Finally, on the same date, Deer VII L.P. distributed, for no consideration, the Shares it received from the distributions to its partners in an amount equal to each such partner's pro rata interest in the Shares. All of the aforementioned 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.
After the distribution, 2,323 shares of Class A Common Stock were held by BVP VII, 1,016 shares of Class A Common Stock were held by BVP VII Inst, 3,920 shares of Class A Common Stock were held by BVP VII SOF and 143 shares of Class A Common Stock were held by BVP 15A
On November 26, 2019 BVP VII, BVP VII Inst, BVP VII SOF, and BVP 15A sold 2,323, 1,016, 3,920, and 143 shares, respectively of Class A Common Stock of Twilio (the "Sold Shares"). The Sold Shares were sold in multiple executions at a price per share ranging from $103.05 to $103.18, with an average execution price per share of $103.11. Each of the BVP VII Funds 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.