Dana Wagner - Feb 22, 2023 Form 4 Insider Report for TWILIO INC (TWLO)

Signature
/s/ Sarah DiLorenzo as attorney in fact for Reporting Person
Stock symbol
TWLO
Transactions as of
Feb 22, 2023
Transactions value $
-$543,544
Form type
4
Date filed
2/24/2023, 04:49 PM
Previous filing
Feb 17, 2023
Next filing
Apr 4, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TWLO Class A Common Stock Award $0 +25.3K +33.8% $0.00 100K Feb 22, 2023 Direct F1, F2
transaction TWLO Class A Common Stock Award $0 +50.6K +50.52% $0.00 151K Feb 22, 2023 Direct F2, F3
transaction TWLO Class A Common Stock Award $0 +20.5K +13.62% $0.00 171K Feb 22, 2023 Direct F2, F4
transaction TWLO Class A Common Stock Sale -$368K -5.76K -3.36% $63.88 166K Feb 23, 2023 Direct F2, F5, F6
transaction TWLO Class A Common Stock Sale -$156K -2.4K -1.45% $64.94 163K Feb 23, 2023 Direct F2, F5, F7
transaction TWLO Class A Common Stock Sale -$19.7K -300 -0.18% $65.68 163K Feb 23, 2023 Direct F2, F5, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares reported in this transaction represent Restricted Stock Units ("RSUs"). Each RSU represents the contingent right to receive one share of the Issuer's Class A common stock. The RSUs vest as follows: 1/4 of the RSUs shall vest each quarter on March 31, June 30, September 30 and December 31, 2023, subject to the Reporting Person's continued service to the Issuer through each vesting date.
F2 A portion of these shares represent RSUs. Each RSU represents a contingent right to receive one share of Issuer's Class A common stock.
F3 The shares reported in this transaction represent Restricted Stock Units. Each RSU represents the contingent right to receive one share of the Issuer's Class A common stock. The RSUs vest as follows: 33% of the RSUs shall vest in equal quarterly installments between the first and second anniversaries of January 1, 2023, 33% of the RSUs shall vest in equal quarterly installments between the second and third anniversaries of January 1, 2023, and 34% of the RSUs shall vest in equal quarterly installments between the third and fourth anniversaries of January 1, 2023, subject to the Reporting Person's continued service to the Issuer through each vesting date.
F4 Represents shares of Class A common stock issued upon settlement of performance-based restricted stock units ("PSUs") granted to the Reporting Person on March 21, 2022, which PSUs vested on February 22, 2023 upon certification by the Issuer's Compensation and Talent Management Committee that the applicable performance criteria was achieved.
F5 Represents the number of shares sold to cover the statutory tax withholding obligations in connection with the vesting of PSUs. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of minimum statutory tax withholding obligations to be funded by a "sell-to-cover" transaction and does not represent a discretionary sale by the Reporting Person.
F6 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.51 to $64.49 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.
F7 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.57 to $65.49 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.
F8 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.57 to $65.79 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.