SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Deeter Byron B

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVE., SUITE 104

(Street)

LARCHMONT

10538

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/28/2016

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/28/2016		J⁽⁹⁾		0	D	$0	0	I	See footnotes⁽²⁾⁽³⁾
Common Stock⁽¹⁾	06/28/2016		C		0	A	$0	0	I	See footnotes⁽²⁾⁽⁴⁾
Common Stock⁽¹⁾	06/28/2016		C		0	A	$0	0	I	See footnotes⁽²⁾⁽⁵⁾
Common Stock⁽¹⁾	06/28/2016		C		0	A	$0	0	I	See footnotes⁽²⁾⁽⁶⁾
Common Stock⁽¹⁾	06/28/2016		C		0	A	$0	0	I	See footnotes⁽²⁾⁽⁷⁾
Common Stock⁽¹⁾	06/28/2016		C		0	A	$0	0	I	See footnotes⁽²⁾⁽⁸⁾
Common Stock	06/28/2016		J⁽⁹⁾		0	D	$0	0	I	See footnotes⁽²⁾⁽¹¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	06/28/2016		C			0	⁽¹⁾	⁽¹⁾	Common Stock	0	$0.00	0	I	See footnotes⁽²⁾⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	06/28/2016		C			0	⁽¹⁾	⁽¹⁾	Common Stock	0	$0.00	0	I	See footnotes⁽²⁾⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	06/28/2016		C			0	⁽¹⁾	⁽¹⁾	Common Stock	0	$0.00	0	I	See footnotes⁽²⁾⁽⁶⁾
Series D Preferred Stock	⁽¹⁾	06/28/2016		C			0	⁽¹⁾	⁽¹⁾	Common Stock	0	$0.00	0	I	See footnotes⁽²⁾⁽⁷⁾
Series E Preferred Stock	⁽¹⁾	06/28/2016		C			0	⁽¹⁾	⁽¹⁾	Common Stock	0	$0.00	0	I	See footnotes⁽²⁾⁽⁸⁾
Class B Common Stock	⁽¹⁰⁾	06/28/2016		J⁽⁹⁾		0		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	0	$0.00	0	I	See footnotes⁽²⁾⁽¹¹⁾

Explanation of Responses:

1. The aggregate number of shares of Issuer's Preferred Stock held by the Reporting Person converted into Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. These shares converted into Common Stock on a 1-for-1 basis.

2. The Reporting Person is a director of Deer VII & Co. Ltd., which is the general partner of Deer VII & Co. L.P, which is the general partner of Bessemer Venture Partners VII Institutional LP ("BVP VII Inst"), Bessemer Venture Partners VII, LP ("BVP VII") and BVP VII Special Opportunity Fund LP ("BVP VII SOF"). 15 Angels, LLC is a wholly-owned subsidiary of BVP VII Inst (BVP VII SOF, together with 15 Angels, LLC, BVP VII Inst and BVP VII, collectively, the "Funds"). The Reporting Person disclaims beneficial ownership of the securities held by the 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 the securities by virtue of his interest in Deer VII & Co. Ltd., his interest in Deer VII & Co. L.P. and his indirect limited partnership interest in the Funds.

3. BVP VII Inst, BVP VII and BVP VII SOF owned 17,972 shares, 41,080 shares and 69,323 shares, respectively, of Common Stock.

4. Reflects the conversion of the Issuer's Preferred Stock into Common Stock on a 1-for-1 basis, which became effective immediately prior to the closing of the Issuer's initial public offering. 399,702 of these shares were owned directly by 15 Angels LLC, 5,220 of these shares were owned directly by BVP VII Inst, 11,934 of these shares were owned directly by BVP VII and 20,138 of these shares were owned directly by BVP VII SOF.

5. Reflects the conversion of the Issuer's Preferred Stock into Common Stock on a 1-for-1 basis, which became effective immediately prior to the closing of the Issuer's initial public offering. 1,221,994 of these shares were owned directly by BVP VII Inst, 2,793,130 of these shares were owned directly by BVP VII and 4,713,410 of these shares were owned directly by BVP VII SOF.

6. Reflects the conversion of the Issuer's Preferred Stock into Common Stock on a 1-for-1 basis, which became effective immediately prior to the closing of the Issuer's initial public offering. 843,614 of these shares were owned directly by BVP VII Inst, 1,928,258 of these shares were owned directly by BVP VII and 3,253,936 of these shares were owned directly by BVP VII SOF.

7. Reflects the conversion of the Issuer's Preferred Stock into Common Stock on a 1-for-1 basis, which became effective immediately prior to the closing of the Issuer's initial public offering. 721,870 of these shares were owned directly by BVP VII Inst, 1,649,988 of these shares were owned directly by BVP VII and 2,784,358 of these shares were owned directly by BVP VII SOF.

8. Reflects the conversion of the Issuer's Preferred Stock into Common Stock on a 1-for-1 basis, which became effective immediately prior to the closing of the Issuer's initial public offering. 12,378 of these shares were owned directly by BVP VII Inst, 28,293 of these shares were owned directly by BVP VII and 47,746 of these shares were owned directly by BVP VII SOF.

9. Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

10. 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.

11. 15 Angels, LLC, BVP VII Inst, BVP VII and BVP VII SOF own 399,702, 2,823,048 shares, 6,452,683 shares and 10,888,911 shares, respectively, of the Issuer's Class B Common Stock.

	/s/ Byron Deeter	06/28/2016
	** Signature of Reporting Person	Date
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