SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Raney Scott Campbell

(Last)

(First)

(Middle)

C/O REDPOINT

3000 SAND HILL ROAD, BLDG 2, #290

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/22/2016

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	128,375	I	See Footnotes⁽²⁾⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock⁽¹⁾	37,292	⁽⁴⁾	I	See Footnotes⁽³⁾⁽⁴⁾
Series D Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock⁽¹⁾	3,146,774	⁽⁵⁾	I	See Footnotes⁽³⁾⁽⁵⁾
Series E Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	44,208	⁽⁶⁾	I	See Footnotes⁽³⁾⁽⁶⁾

Explanation of Responses:

1. 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 will be reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

2. As of the date hereof, Omega II LP (as defined in footnote (3) below) and Omega Associates II (as defined in footnote (3) below) own 124,524 shares and 3,851 shares, respectively, of Common Stock.

3. The Reporting Person is a managing director of Redpoint Omega II LLC, the general partner of Redpoint Omega II LP ("Omega II LP") and is a manager of Redpoint Omega II Associates LLC ("Omega Associates II"). The Reporting Person shares voting and dispositive power with respect to the shares held directly by Omega II LP and Omega Associates II. The Reporting Person disclaims beneficial ownership of the securities held by Omega II LP and Omega Associates II 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 is pecuniary interest, if any, in the securities by virtue of his interest in Omega II LP and Omega Associates II.

4. The Series A Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's Initial Public Offering, all shares of Series A Preferred Stock will be converted into shares of Common Stock of the Issuer. As of the date hereof, Omega II LP and Omega Associates II own 36,174 shares and 1,118 shares, respectively, of Series A Preferred Stock.

5. The Series D Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's Initial Public Offering, all shares of Series D Preferred Stock will be converted into shares of Common Stock of the Issuer. As of the date hereof, Omega II LP and Omega Associates II own 3,052,372 shares and 94,402 shares, respectively, of Series D Preferred Stock.

6. The Series E Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's Initial Public Offering, all shares of Series E Preferred Stock will be converted into shares of Common Stock of the Issuer. As of the date hereof, Omega II LP and Omega Associates II own 42,882 shares and 1,326 shares, respectively, of Series E Preferred Stock.

	/s/ Alexis Rhorer as attorney in fact for Reporting Person	06/22/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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