0000315066-16-006483.txt : 20161212 0000315066-16-006483.hdr.sgml : 20161212 20161212104102 ACCESSION NUMBER: 0000315066-16-006483 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20161212 DATE AS OF CHANGE: 20161212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TWILIO INC CENTRAL INDEX KEY: 0001447669 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89558 FILM NUMBER: 162045604 BUSINESS ADDRESS: STREET 1: 548 Market Street, #14510 CITY: San Francisco STATE: CA ZIP: 94114 BUSINESS PHONE: 650-270-2199 MAIL ADDRESS: STREET 1: 548 Market Street, #14510 CITY: San Francisco STATE: CA ZIP: 94114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FMR LLC CENTRAL INDEX KEY: 0000315066 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 043532603 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6175706339 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: FMR CORP DATE OF NAME CHANGE: 19920717 SC 13G/A 1 filing.txt SCHEDULE 13G Amendment No. 4 TWILIO INC CLASS A COMMON STOCK Cusip #90138F102 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #90138F102 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 276,019 Item 6: 0 Item 7: 5,941,393 Item 8: 0 Item 9: 5,941,393 Item 11: 15.300% Item 12: HC Cusip #90138F102 Item 1: Reporting Person - Abigail P. Johnson Item 2: (a) [ ] (b) [ ] Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 5,941,393 Item 8: 0 Item 9: 5,941,393 Item 11: 15.300% Item 12: IN Cusip #90138F102 Item 1: Reporting Person - Fidelity Contrafund Item 2: (a) [ ] (b) [ ] Item 4: Massachusetts Item 5: 3,581,725 Item 6: 0 Item 7: 0 Item 8: 0 Item 9: 3,581,725 Item 11: 9.223% Item 12: IV 4,420,866 of the shares of Class A Common Stock of TWILIO INC reported as being beneficially owned by the reporting persons at November 30, 2016, are included in this Schedule 13G because the reporting persons are deemed to beneficially own such shares as a result of the direct ownership of 4,420,866 shares of Class B Common Stock of TWILIO INC by investment companies advised by FMR CO., INC., an indirect wholly-owned subsidiary of FMR LLC, which shares of Class B Common Stock are convertible into shares of Class A Common Stock at the election of the holder at an exchange rate of 1:1. Such shares of Class B Common Stock represent 8.39% of the outstanding Class B Common Stock. Assuming the conversion of all outstanding shares of Class B Common Stock into Class A Common Stock, the 5,941,393 shares of Class A Common Stock reported as being beneficially owned by the reporting persons in this Schedule 13G would represent 6.19% of the outstanding Class A Common Stock. Item 1(a). Name of Issuer: TWILIO INC Item 1(b). Address of Issuer's Principal Executive Offices: 548 Market Street, #14510 San Francisco, CA 94114 USA Item 2(a). Name of Person Filing: FMR LLC Item 2(b). Address or Principal Business Office or, if None, Residence: 245 Summer Street, Boston, Massachusetts 02210 Item 2(c). Citizenship: Not applicable Item 2(d). Title of Class of Securities: CLASS A COMMON STOCK Item 2(e). CUSIP Number: 90138F102 Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c) and the person filing, FMR LLC, is a parent holding company in accordance with Section 240.13d-1(b)(1)(ii)(G). (Note: See Exhibit A). Item 4. Ownership (a) Amount Beneficially Owned: 5,941,393 (b) Percent of Class: 15.300% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 276,019 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 5,941,393 (iv) shared power to dispose or to direct the disposition of: 0 4,420,866 of the shares of Class A Common Stock of TWILIO INC reported as being beneficially owned by the reporting persons at November 30, 2016, are included in this Schedule 13G because the reporting persons are deemed to beneficially own such shares as a result of the direct ownership of 4,420,866 shares of Class B Common Stock of TWILIO INC by investment companies advised by FMR CO., INC., an indirect wholly-owned subsidiary of FMR LLC, which shares of Class B Common Stock are convertible into shares of Class A Common Stock at the election of the holder at an exchange rate of 1:1. Such shares of Class B Common Stock represent 8.39% of the outstanding Class B Common Stock. Assuming the conversion of all outstanding shares of Class B Common Stock into Class A Common Stock, the 5,941,393 shares of Class A Common Stock reported as being beneficially owned by the reporting persons in this Schedule 13G would represent 6.19% of the outstanding Class A Common Stock. 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. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the CLASS A COMMON STOCK of TWILIO INC. No one other person's interest in the CLASS A COMMON STOCK of TWILIO INC is more than five percent of the total outstanding CLASS A COMMON STOCK. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See attached Exhibit A. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. December 9, 2016 Date /s/ Marc R. Bryant Signature Marc R. Bryant Duly authorized under Power of Attorney effective as of September 23, 2015, by and on behalf of FMR LLC and its direct and indirect subsidiaries* * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on June 10, 2016, accession number: 0000315066-16-005935 Exhibit A Pursuant to the instructions in Item 7 of Schedule 13G, the following table lists the identity and Item 3 classification, if applicable, of each relevant entity that beneficially owns shares of the security class being reported on this Schedule 13G. Entity ITEM 3 Classification FIDELITY MANAGEMENT & RESEARCH (HONG KONG) LIMITED IA FMR CO., INC * IA * Entity beneficially owns 5% or greater of the outstanding shares of the security class being reported on this Schedule 13G. Abigail P. Johnson is a Director, the Vice Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act ("Fidelity Funds") advised by Fidelity Management & Research Company ("FMR Co"), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds' Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds' Boards of Trustees. This filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by FMR LLC, certain of its subsidiaries and affiliates, and other companies (collectively, the "FMR Reporters"). This filing does not reflect securities, if any, beneficially owned by certain other companies whose beneficial ownership of securities is disaggregated from that of the FMR Reporters in accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998). RULE 13d-1(k)(1) AGREEMENT The undersigned persons, on December 9, 2016, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the CLASS A COMMON STOCK of TWILIO INC at November 30, 2016. FMR LLC By /s/ Marc R. Bryant Marc R. Bryant Duly authorized under Power of Attorney effective as of September 23, 2015, by and on behalf of FMR LLC and its direct and indirect subsidiaries* Abigail P. Johnson By /s/ Marc R. Bryant Marc R. Bryant Duly authorized under Power of Attorney effective as of December 16, 2015, by and on behalf of Abigail P. Johnson* Fidelity Contrafund By /s/ Marc R. Bryant Marc R. Bryant Secretary * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on June 10, 2016, accession number: 0000315066-16-005935