UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 90138F 102

SCHEDULE 13G

1

Name of Reporting Persons
I.R.S Identification nos. of above persons

John Wolthuis

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,898,474 (1)(2)

6

Shared Voting Power
0

7

Sole Dispositive Power
1,898,474 (1)(2)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,898,474 (1)(2)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
2.3% (2)(3)(4)

12

Type of Reporting Person
IN

Item 1

(a)

Name of Issuer:
Twilio Inc.

(b)

Address of Issuer’s Principal Executive Offices:
375 Beale Street, Suite 300, San Francisco, California 94105

Item 2

(a)

Name of Person Filing:
John Wolthuis

(b)

Address of Principal Business Office or, if none, Residence:
c/o Twilio Inc.

375 Beale Street, Suite 300, San Francisco, California 94105

(c)

Citizenship:
United States of America

(d)

Title of Class of Securities:
Class A common stock

(e)

CUSIP Number:
90138F 102

Item 3

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________.

Item 4

Ownership.

(a) and (b)

Amount beneficially owned and Percent of Class:   

1,898,474 shares of Class B common stock held of record by Mr. Wolthuis, which when such shares are treated as converted into Class A common stock only for purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, represent approximately 2.3% of the outstanding shares of Class A common stock. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 1,898,474 shares of Class B common stock held by the reporting person represent 6.9% of the aggregate combined voting power of the Class A common stock and Class B common stock. The percent of class was calculated based on 80,769,763 shares of Class A common stock and 19,310,465 shares of Class B common stock outstanding as of December 31, 2018.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or direct the vote:   

1,898,474

(ii)

Shared power to vote or to direct the vote:    

0

(iii)

Sole power to dispose or to direct the disposition of:   

1,898,474

(iv)

Shared power to dispose or to direct the disposition of:   

0

Item 5

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8

Identification and Classification of Members of the Group.

Not applicable.

Item 9

Notice of Dissolution of Group.

Not applicable.

Item 10

Certification.

Not applicable.

Date: February 14, 2019

By:

/s/ Alexis Rhorer

Alexis Rhorer, as attorney in fact for John Wolthuis