0001104659-24-042773.txt : 20240402 0001104659-24-042773.hdr.sgml : 20240402 20240402213108 ACCESSION NUMBER: 0001104659-24-042773 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240330 FILED AS OF DATE: 20240402 DATE AS OF CHANGE: 20240402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Uncas GP LLC CENTRAL INDEX KEY: 0001658906 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37806 FILM NUMBER: 24816682 BUSINESS ADDRESS: STREET 1: 250 WEST 55TH STREET, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-714-3300 MAIL ADDRESS: STREET 1: 250 WEST 55TH STREET, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sachem Head Capital Management LP CENTRAL INDEX KEY: 0001582090 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37806 FILM NUMBER: 24816683 BUSINESS ADDRESS: STREET 1: 250 WEST 55TH STREET STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-714-3300 MAIL ADDRESS: STREET 1: 250 WEST 55TH STREET STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stafman Andrew CENTRAL INDEX KEY: 0002018024 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37806 FILM NUMBER: 24816685 MAIL ADDRESS: STREET 1: 101 SPEAR STREET, FIFTH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sachem Head GP LLC CENTRAL INDEX KEY: 0001658917 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37806 FILM NUMBER: 24816681 BUSINESS ADDRESS: STREET 1: 250 WEST 55TH STREET, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-714-3300 MAIL ADDRESS: STREET 1: 250 WEST 55TH STREET, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ferguson Scott D. CENTRAL INDEX KEY: 0001658919 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37806 FILM NUMBER: 24816684 MAIL ADDRESS: STREET 1: 250 WEST 55TH STREET, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TWILIO INC CENTRAL INDEX KEY: 0001447669 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 262574840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 101 SPEAR STREET STREET 2: SUITE 500 CITY: San Francisco STATE: CA ZIP: 94105 BUSINESS PHONE: 415-390-2337 MAIL ADDRESS: STREET 1: 101 SPEAR STREET STREET 2: SUITE 500 CITY: San Francisco STATE: CA ZIP: 94105 4 1 tm2410719-2_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-03-30 0 0001447669 TWILIO INC TWLO 0002018024 Stafman Andrew 250 WEST 55TH STREET, FLOOR 34 NEW YORK NY 10019 1 0 0 0 0001658919 Ferguson Scott D. 250 WEST 55TH STREET, FLOOR 34 NEW YORK NY 10019 0 0 0 1 See Footnotes 0001582090 Sachem Head Capital Management LP 250 WEST 55TH STREET, FLOOR 34 NEW YORK NY 10019 0 0 0 1 See Footnotes 0001658906 Uncas GP LLC 250 WEST 55TH STREET, FLOOR 34 NEW YORK NY 10019 0 0 0 1 See Footnotes 0001658917 Sachem Head GP LLC 250 WEST 55TH STREET, FLOOR 34 NEW YORK NY 10019 0 0 0 1 See Footnotes 0 Class A Common Stock 2024-03-30 4 A 0 7039 0 A 7039 D Class A Common Stock 3295000 I See footnotes The shares reported in this transaction represent Restricted Stock Units ("RSUs") granted by Twilio Inc. (the "Issuer") to Andrew J. Stafman. Each RSU represents the contingent right to receive one share of the Issuer's Class A common stock. The RSUs shall vest as follows: 9.4% of the RSUs will vest on June 13, 2024, the one year anniversary of our last annual meeting of stockholders (the "Initial Vesting Date"), 45.3% of the RSUs will vest on the one year anniversary of the Initial Vesting Date, and 45.3% of the RSUs will vest on the two year anniversary of the Initial Vesting Date, subject, in each case, to continued service as a director of the Issuer through each such vesting date. Of these shares, all 7,039 shares represent RSUs. In addition to Andrew J. Stafman, this Form 4 is being filed jointly by Sachem Head Capital Management LP ("Sachem Head"), Uncas GP LLC ("SH Management"), Sachem Head GP LLC ("Sachem Head GP"), and Scott D. Ferguson, a citizen of the United States (Mr. Ferguson and, together with Sachem Head, SH Management, Sachem GP, and Mr. Stafman, the "Reporting Persons"). Each of the Reporting Persons has the same business address as Mr. Stafman and may be deemed to be the beneficial owner of certain of the securities reported on this Form 4 (the "Subject Securities") for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended. Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein. Andrew J. Stafman is a partner at Sachem Head and also serves on the board of directors of the Issuer. As a result, the Reporting Persons other than Mr. Stafman may be deemed directors of the Issuer by deputization. Pursuant to an arrangement between Andrew J. Stafman and Sachem Head, upon receipt of the Subject Securities, Andrew J. Stafman granted all right, title, interest, claims, and any other ownership interests in such Subject Securities to Sachem Head for no consideration. Of these shares, all 3,295,000 of these shares represent the Issuer's Class A common stock owned by the Sachem Head Funds (as defined below) prior to the Issuer's grant of any RSUs to Andrew J. Stafman. Includes securities directly owned by Sachem Head LP ("SH"), Sachem Head Master LP ("SHM"), and SH Stony Creek Master Ltd. ("Stony Creek Master" and, together with SH and SHM, the "Sachem Head Funds"). Each of Sachem Head, as the investment adviser to the Sachem Head Funds, SH Management, as the sole general partner of Sachem Head, and Scott D. Ferguson, as the managing partner of Sachem Head, may be deemed to beneficially own the securities directly owned by the Sachem Head Funds. As the general partner of SH and SHM, Sachem Head GP may be deemed to beneficially own the securities directly owned by SH and SHM. The principal business of Sachem Head is to serve as investment advisor to certain affiliated funds, including the Sachem Head Funds. The principal business of SH Management is to serve as the sole general partner of Sachem Head. The principal business of Sachem Head GP is to serve as the general partner of certain affiliated funds, including SH and SHM. The principal occupation of Scott D. Ferguson is to serve as the managing partner of Sachem Head and the managing member of SH Management and Sachem Head GP. /s/ Andrew J. Stafman 2024-04-02 /s/ Michael D. Adamski, as Attorney-in-Fact 2024-04-02 /s/ Michael D. Adamski, as General Counsel 2024-04-02 /s/ Michael D. Adamski, as General Counsel 2024-04-02 /s/ Michael D. Adamski, as General Counsel 2024-04-02