0001390777-18-000122.txt : 20180910 0001390777-18-000122.hdr.sgml : 20180910 20180910135928 ACCESSION NUMBER: 0001390777-18-000122 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180910 DATE AS OF CHANGE: 20180910 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: 181062393 BUSINESS ADDRESS: STREET 1: 375 BEALE ST STREET 2: SUITE 300 CITY: San Francisco STATE: CA ZIP: 94105 BUSINESS PHONE: 650-270-2199 MAIL ADDRESS: STREET 1: 375 BEALE ST STREET 2: SUITE 300 CITY: San Francisco STATE: CA ZIP: 94105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bank of New York Mellon Corp CENTRAL INDEX KEY: 0001390777 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 132614959 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 240 GREENWICH STREET CITY: NEW YORK STATE: NY ZIP: 10286 BUSINESS PHONE: 212-495-1784 MAIL ADDRESS: STREET 1: 240 GREENWICH STREET CITY: NEW YORK STATE: NY ZIP: 10286 FORMER COMPANY: FORMER CONFORMED NAME: Bank of New York Mellon CORP DATE OF NAME CHANGE: 20070221 SC 13G/A 1 Twilio.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* NAME OF ISSUER: Twilio Inc. TITLE OF CLASS OF SECURITIES: Common Stock CUSIP NUMBER: 90138F102 DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT: August 31, 2018 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) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be 'filed' for the purpose of Section 18 of the Securities Exchange Act of 1934 ('Act') or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NUMBER: 90138F102 (1) Names of Reporting Persons The Bank of New York Mellon Corporation IRS Identification Nos. of Above Persons IRS No.13-2614959 (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) ( ) (b) ( ) (3) SEC use only (4) Citizenship or Place of Organization New York Number of Shares (5) Sole Voting Power 3,068,424 Beneficially Owned by Each (6) Shared Voting Power 25,250 Reporting Person With (7) Sole Dispositive Power 3,185,561 (8) Shared Dispositive Power 49,486 (9) Aggregate Amount Beneficially Owned by Each Reporting Person 3,235,047 (10) Check if the Aggregated Amount in Row (9) Excludes Certain Shares (see Instructions) ( ) (11) Percent of Class Represented by Amount in Row (9) 4.21% (12) Type of Reporting Person (See Instructions) HC SCHEDULE 13G Item 1(a) Name of Issuer: Twilio Inc. Item 1(b) Address of Issuer's Principal Executive Office: 375 Beale Street, Suite 300 San Francisco, California 94105 United States Item 2(a) Name of Person Filing: The Bank of New York Mellon Corporation and any other reporting person(s) identified on the second part of the cover page(s) and Exhibit I Item 2(b) Address of Principal Business Office, or if None, Residence: C/O The Bank of New York Mellon Corporation 240 Greenwich Street New York, New York 10286 (for all reporting persons) Item 2(c) Citizenship: See cover page and Exhibit I Item 2(d) Title of Class of Securities: Common Stock CUSIP Number 90138F102 Item 3 See Item 12 of cover page(s) ("Type of Reporting Person ") for each reporting person. Symbol Category BD = Broker or Dealer registered under Section 15 of the Securities Exchange Act of 1934 BK = Bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934 IV = Investment Company registered under Section 8 of the Investment Company Act of 1940 IA = Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940 EP = Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section 240.13 - d(1)(b)(1)(ii)(F) HC = Parent Holding Company, in accordance with Section 240.13-d(1)(b)(1)(ii)(G) Item 4 Ownership: See Item 5 through 9 and 11 of cover page(s) as to each reporting person. The amount beneficially owned includes, where appropriate, securities not outstanding which are subject to options, warrants, rights or conversion privileges that are exercisable within 60 days. The securities reported herein as beneficially owned may exclude securities of the issuer with respect to which voting and/or dispositive power is exercised by subsidiaries of The Bank of New York Mellon Corporation, or departments or units thereof, independently from the exercise of those powers over the securities reported herein. See SEC Release No. 34-39538 (January 12, 1998). The filing of this Schedule 13G shall not be construed as an admission that The Bank of New York Mellon Corporation, or its direct or indirect subsidiaries, including The Bank of New York Mellon and BNY Mellon, National Association, are for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owners of any securities covered by this Schedule 13G. The following information applies if checked: ( ) The Bank of New York Mellon and/or ( ) The Bank of New York Mellon Trust Company, National Association is/are the trustee of the issuer's employee benefit plan (the Plan), which is subject to ERISA. The securities reported include all shares held of record by such reporting person(s) as trustee of the Plan which have not been allocated to the individual accounts of employee participants in the Plan. The reporting person, however, disclaims beneficial ownership of all shares that have been allocated to the individual accounts of employee participants in the Plan for which directions have been received and followed. Item 5 Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following (X) Item 6 Ownership of More than Five Percent on Behalf of Another Person: All of the securities are beneficially owned by The Bank of New York Mellon Corporation and its direct or indirect subsidiaries in their various fiduciary capacities. As a result, another entity in every instance is entitled to dividends or proceeds of sale. The number of individual accounts holding an interest of 5% or more is ( ) Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company: See Exhibit I. Item 8 Identification and Classification of Members of the Group: N/A Item 9 Notice of Dissolution of Group: N/A Item 10 Certification: 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 and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having such 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. This filing is signed by The Bank of New York Mellon Corporation on behalf of all reporting entities pursuant to Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended. Date: September 10, 2018 THE BANK OF NEW YORK MELLON CORPORATION By: /s/ IVAN R. ARIAS -------------------------- Ivan R. Arias Attorney-In-Fact EXHIBIT I The shares reported on the attached Schedule 13G are beneficially owned by the following direct or indirect subsidiaries of The Bank of New York Mellon Corporation, as marked (X): (A) The Item 3 classification of each of the subsidiaries listed below is "Item 3(b) Bank as defined in Section 3(a)(6) of the Act" (15 U.S.C. 78c) or "Item 3(j)A non-U.S. institution in accordance with Rule 240.13d-1 (b)(1)(ii)(J)" (X) The Bank of New York Mellon (parent holding company of Mellon Overseas Investment Corporation; BNY International Financing Corporation; The Bank of New York Mellon SA/NV) ( ) The Bank of New York Mellon Trust Company, National Association (X) BNY Mellon, National Association (X) BNY Mellon Trust of Delaware ( ) The Bank of New York Mellon SA/NV (parent holding company of BNY Mellon Service Kapitalanlage-Gesellschaft mbH) (B) The Item 3 classification of each of the subsidiaries listed below is "Item 3(e) An investment adviser in accordance with Section 240.13d-1 (b)(1)(ii)(E)" or "Item 3(j) A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J)" ( ) ARX Investimentos Ltda (parent holding company of BNY Mellon Alocacao de Patrimonia Ltda.) ( ) BNY Mellon Alocacao de Patrimonia Ltda ( ) BNY Mellon Servicos Financeiros Distribuidora de Titulos e Valores Mobiliarios S.A.(parent holding company of BNY Mellon Administracao de Ativos Ltda.) ( ) BNY Mellon Administracao de Ativos Ltda. (X) The Dreyfus Corporation (parent holding company of MBSC Securities Corporation) ( ) Insight Investment Management (Global) Limited ( ) Insight North America LLC ( ) Lockwood Advisors, Inc. (X) BNY Mellon Asset Management North America Corporation ( ) Newton Investment Management (North America) Limited ( ) Newton Investment Management Limited ( ) Walter Scott & Partners Limited ( ) BNY Mellon Wealth Management, Advisory Services, Inc. ( ) BNY Mellon Trust Company(Cayman) Limited ( ) BNY Mellon Investment Management Cayman Limited ( ) Insight Investment International Limited ( ) BNY Mellon Asset Management Japan Limited (C) The Item 3 classification of each of the subsidiaries listed below is "Item 3(a) Broker or dealer registered under Section 15 of the Act" (15 U.S.C. 78c) or "Item 3(j) A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J)" ( ) BNY Mellon Capital Markets, LLC ( ) MBSC Securities Corporation ( ) Pershing LLC (D) The Item 3 classification of each of the subsidiaries listed below is "Item 3(g) a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)" (X) The Bank of New York Mellon Corporation (X) B.N.Y. Holdings (Delaware) Corporation (parent holding company of BNY Mellon Trust of Delaware) (X) BNY Mellon IHC, LLC (as parent holding company of MBC Investments Corporation) (X) MBC Investments Corporation (parent holding company of BNY Mellon Asset Management North America Corporation; BNY Mellon Investment; Management(Jersey) Ltd.; BNY Mellon Investment Management APAC LP; The Dreyfus Corporation; ARX Investimentos Ltda. ; Mellon Global Investing Corporation) ( ) BNY Mellon Investment Management (Jersey) Ltd. (parent holding company of BNY Mellon Investment Management (Europe) Ltd.) ( ) BNY Mellon Investment Management (Europe) Ltd. (parent holding company of BNY Mellon Investment Management Europe Holdings Ltd.; BNY Mellon Investment Management Cayman Ltd.) ( ) BNY Mellon Investment Management Europe Holdings Ltd. (parent holding company of BNY Mellon International Asset Management Group Limited) ( ) BNY Mellon International Asset Management Group Limited (parent holding company of Newton Management Limited; BNY Mellon International Asset Management (Holdings) Limited; Insight Investment Management Limited) ( ) Newton Management Limited (parent holding company of Newton Investment Management (North America) Limited; Newton Investment Management Limited) ( ) BNY Mellon International Asset Management (Holdings) Limited (parent holding company of BNY Mellon International Asset Management (Holdings) No. 1 Limited) ( ) BNY Mellon International Asset Management (Holdings) No. 1 Limited (parent holding company of Walter Scott & Partners Limited) ( ) Insight Investment Management Limited (parent holding company of Insight Investment Management (Global) Limited; Insight Investment International Limited ) ( ) BNY Mellon Investment Management APAC LP (Parent holding company of BNY Mellon Investment Management (APAC) Holdings Limited ( ) BNY Mellon Investment Management (APAC) Holdings Limited (parent holding company of BNY Mellon Asset Management Japan Limited) ( ) Pershing Group LLC (parent holding company of Lockwood Advisors, Inc; Pershing LLC) ( ) Mellon Overseas Investment Corporation (parent holding company of Mellon Canada Holding Company; BNY Mellon Participacoes Ltda.) ( ) Mellon Canada Holding Company (parent holding company of BNY Mellon Wealth Management, Advisory Services, Inc) ( ) BNY Mellon Participacoes Ltda.(parent holding company of BNY Mellon Servicos Financeiros Distribuidora de Titulos e Valores Mobiliarios S.A.) ( ) BNY International Financing Corporation (parent holding company of BNY Mellon Trust Company (Cayman) Limited) ( ) BNY Capital Markets Holdings, Inc. (parent holding company of BNY Mellon Capital Markets, LLC) ( ) Mellon Global Investing Corporation (parent holding company of Insight North America LLC) NOTE: ALL OF THE LEGAL ENTITIES LISTED UNDER (A), (B), (C) AND (D) ABOVE ARE DIRECT OR INDIRECT SUBSIDIARIES OF THE BANK OF NEW YORK MELLON CORPORATION. BENEFICIAL OWNERSHIP OF MORE THAN FIVE PERCENT OF THE CLASS BY ANY ONE OF THE SUBSIDIARIES OR INTERMEDIATE PARENT HOLDING COMPANIES LISTED ABOVE IS REPORTED ON A JOINT REPORTING PERSON PAGE FOR THAT SUBSIDIARY ON THE ATTACHED SCHEDULE 13G AND IS INCORPORATED IN THE TOTAL PERCENT OF CLASS REPORTED ON THE BANK OF NEW YORK MELLON CORPORATION'S REPORTING PERSON PAGE. (DO NOT ADD THE SHARES OR PERCENT OF CLASS REPORTED ON EACH JOINT REPORTING PERSON PAGE ON THE ATTACHED SCHEDULE 13G TO DETERMINE THE TOTAL PERCENT OF CLASS FOR THE BANK OF NEW YORK MELLON CORPORATION). POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that each of the undersigned (each a "Company") does hereby make, constitute and appoint each of Nicholas R. Darrow, Ivan Arias and Andrew Weiser (and any other employee of The Bank of New York Mellon Corporation, or one of its affiliates, associated with the Global Holdings Reporting Group and designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney to execute and deliver in its name and on its behalf, whether the Company is acting individually or as representative of others, any and all filings, be they written or oral, required to be made by the Company with respect to securities which may be deemed to be beneficially owned by the Company or under the Company's investment discretion under: *the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including those filings required to be submitted on Form 13F, Schedule 13G, Schedule 13D and Forms 3, 4 and 5, and *the laws of any jurisdiction other than the United States of America, including those filings made to disclose securities holdings as required to be submitted to regulatory agencies, exchanges and/or issuers, giving and granting unto each said attorney-in-fact power and authority to correspond with issuers, regulatory authorities, and other entities as is required in support of the filings referenced above, and to act in the premises as fully and to all intents and purposes as the Company might or could do to comply with the applicable regulations if personally present by one of its authorized signatories (including, but not limited to, instructing local counsel on a Company's behalf), hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the Company or until such time as the person or to whom power of attorney has been hereby granted cease(s) to be an persons employee of The Bank of New York Mellon Corporation or one of its affiliates. This Power of Attorney may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement effective as of the date set forth below. ----------------------------------------------------------------------------- | Banks/Bank Holding Companies | ----------------------------------------------------------------------------- THE BANK OF NEW YORK MELLON BNY MELLON, NATIONAL ASSOCIATION CORPORATION By: /S/ MITCHELL E.HARRIS By: /S/ DONALD HEBERLE ---------------------- --------------------- Mitchell E. Harris Donald Heberle Chief Executive Officer, Chief Executive Officer Investment Management Date: March 17, 2017 Date: September 16, 2015 BNY MELLON, NATIONAL ASSOCIATION THE BANK OF NEW YORK MELLON SA/NV By: /S/ THOMAS J. DICKER By: /S/ LAURA AHTO --------------------- ------------------ Thomas J. Dicker Laura Ahto Chief Operating Officer Chief Executive Officer Date: October 9, 2015 Date: May 17, 2016 THE BANK OF NEW YORK MELLON THE BANK OF NEW YORK MELLON By: /S/ MITCHELL E. HARRIS By: /S/ CURTIS ARLEDGE ---------------------- --------------------- Mitchell E. Harris Curtis Arledge Senior Executive Vice President Vice Chairman Date: September 18, 2015 Date: August 26, 2015 THE BANK OF NEW YORK MELLON TRUST THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION COMPANY, NATIONAL ASSOCIATION By: /S/ ANTONIO PORTUONDO By: /S/ KURTIS R. KURIMSKY ---------------------- --------------------- Antonio Portuondo Kurtis R. Kurimsky President Executive Vice President Date: October 20, 2015 Date: March 8, 2016 BNY MELLON TRUST OF DELAWARE BNY MELLON TRUST OF DELAWARE By: /S/ JAMES P. AMBAGIS By: /S/ LEE JAMES WOOLLEY ---------------------- --------------------- James P. Ambagis Lee James Woolley President Chairman and Chief Executive Officer Date: October 21, 2015 Date: October 19, 2015 ----------------------------------------------------------------------------- | Investment Advisers and/or Broker-Dealers | ----------------------------------------------------------------------------- PERSHING LLC BNY MELLON CAPITAL MARKETS, LLC By: /S/ CLAIRE SANTANIELLO By: /S/ JEFF GEARHART --------------------- ---------------------- Claire Santaniello Jeff Gearhart Chief Administrative Officer Chief Operating Officer and Chief Risk Officer Date: May 24, 2016 Date: October 19, 2016 ARX INVESTIMENTOS LTDA ARX INVESTIMENTOS LTDA By: /S/ CAMILA SOUZA By: /S/ GUILHERME ABRY ---------------------- --------------------- Camila Souza Guilherme Abry Director Director Date: January 4, 2016 Date: January 4, 2016 BNY MELLON SERVICOS FINANCEIROS BNY MELLON SERVICOS FINANCEIROS DISTRIBUIDORA DE TITULOS E VALORES DISTRIBUIDORA DE TITULOS E VALORES MOBILIARIOS S.A. MOBILIARIOS S.A. By: /S/ CARLOS ALBERTO SARAIVA By: /S/ MARCUS VINICIUS MATHIAS PEREIRA ---------------------- ----------------------------------- Carlos Alberto Saraiva Marcus Vinicius Mathias Pereira Director Director Date: May 5, 2016 Date: May 5, 2016 BNY MELLON ADMINISTRACAO DE ATIVOS BNY MELLON ADMINISTRACAO DE ATIVOS LTDA LTDA By: /S/ CARLOS ALBERTO SARAIVA By: /S/ MARCUS VINICIUS MATHIAS PEREIRA ---------------------- ----------------------------------- Carlos Alberto Saraiva Marcus Vinicius Mathias Pereira Director Director Date: May 5, 2016 Date: May 5, 2016 BNY MELLON ALOCACAO DE PATRIMONIO BNY MELLON ALOCACAO DE PATRIMONIO LTDA LTDA By: /S/ GUSTAVO CASTELLO BRANCO By: /S/ CAMILA SOUZA ---------------------- --------------------- Gustavo Castello Branco Camila Souza Director Director Date: January 4, 2016 Date: January 4, 2016 THE DREYFUS CORPORATION INSIGHT INVESTMENT MANAGEMENT (GLOBAL) LIMITED By: /S/ JAMES BITETTO By: /s/ CHARLES FARQUHARSON ---------------------- ---------------------- James Bitetto Charles Farquharson Secretary Chief Risk Officer Date: July 30, 2015 Date: February 16, 2016 LOCKWOOD ADVISORS, INC. BNY MELLON ASSET MANAGEMENT JAPAN LIMITED By: /S/ JOHN J. BRETT By: /S/ SHIZU KISHIMOTO ---------------------- --------------------- John J. Brett Shizu Kishimoto Chairman Representative Director and President Date: July 30, 2015 Date: August 5, 2015 BNY MELLON ASSET MANAGEMENT MBSC SECURITIES CORPORATION NORTH AMERICA CORPORATION By: /S/ JENNIFER CASSEDY By: /S/ KENNETH J. BRADLE ---------------------- --------------------- Jennifer Cassedy Kenneth J. Bradle Chief Compliance Officer President Date: February 14, 2018 Date: April 29, 2016 NEWTON INVESTMENT MANAGEMENT LIMITED NEWTON INVESTMENT MANAGEMENT (NORTH AMERICA) LIMITED By: /S/ JAMES HELBY By: /S/ JAMES HELBY ---------------------- --------------------- James Helby James Helby Director Chief Risk Officer Date: July 17, 2015 Date: June 30, 2016 WALTER SCOTT & PARTNERS LIMITED INSIGHT INVESTMENT INTERNATIONAL LIMITED By: /S/ RODGER NISBET By: /S/ LEE PALMER ---------------------- ---------------------- Rodger Nisbet Lee Palmer Executive Chairman Chief Compliance Officer Date: July 15, 2015 Date: February 14, 2018 BNY MELLON WEALTH MANAGEMENT, BNY MELLON INVESTMENT MANAGEMENT ADVISORY SERVICES, INC. CAYMAN LTD By: /S/ MARIE-CLAUDE LEPAGE By: /S/ BRENDON J. DONNELLAN ---------------------- ---------------------- Marie-Claude Lepage Brendon J.Donnellan Chief Compliance Officer Director Date: May 9, 2016 Date: August 22, 2016 BNY MELLON TRUST COMPANY BNY MELLON TRUST COMPANY (CAYMAN) LIMITED (CAYMAN) LIMITED By: CANELLA SECRETARIES By: CANELLA SECRETARIES (CAYMAN) LTD, SECRETARY (CAYMAN) LTD, SECRETARY By: /S/GILLIAN NELSON By: /S/ PATRICIA BRUZIO ----------------------- ----------------------- Gillian Nelson Patricia Bruzio Authorized Person Authorized Person Date: May 17, 2016 Date: May 17, 2016 INSIGHT NORTH AMERICA LLC By: /S/ JOHN ARIOLA --------------------- John Ariola Head of Financial Analysis Date: December 7, 2016 ----------------------------------------------------------------------------- | Parent Holding Companies/Control Persons | ----------------------------------------------------------------------------- B.N.Y. HOLDINGS (DELAWARE) CORPORATION PERSHING GROUP LLC By: /S/ JAMES P. AMBAGIS By: /S/ CLAIRE SANTANIELLO ---------------------- --------------------- James P. Ambagis Claire Santaniello President Chief Administrative Officer and Chief Risk Officer Date: October 21, 2015 Date: May 11, 2016 BNY MELLON INVESTMENT MANAGEMENT BNY MELLON INVESTMENT MANAGEMENT (APAC) HOLDINGS LIMITED (APAC) HOLDINGS LIMITED By: /S/ EMILY CHAN By: /S/ DONI SHAMSUDDIN ---------------------- --------------------- Emily Chan Doni Shamsuddin Director Director Date: April 19, 2016 Date: April 19, 2016 BNY MELLON INTERNATIONAL ASSET NEWTON MANAGEMENT LIMITED MANAGEMENT GROUP LIMITED By: /S/ GREG BRISK By: /S/ HELENA MORRISSEY ---------------------- ---------------------- Greg Brisk Helena Morrissey Director Director Date: October 21, 2015 Date: July 17, 2015 BNY MELLON IHC, LLC MBC INVESTMENTS CORPORATION By: /S/ KURTIS R. KURIMSKY By: /S/ PAUL A. GRIFFITHS --------------------- --------------------- Kurtis R. Kurimsky Paul A. Griffiths Vice President and Chairman, President and Controller Chief Executive Officer Date: March 29, 2017 Date: April 29, 2016 MELLON OVERSEAS INVESTMENT INSIGHT INVESTMENT MANAGEMENT CORPORATION LIMITED By: /S/ KURTIS R. KURIMSKY By: /S/ CHARLES FARQUHARSON ---------------------- --------------------- Kurtis R. Kurimsky Charles Farquharson Vice President and Controller Chief Risk Officer Date: October 7, 2015 Date: February 16, 2016 BNY INTERNATIONAL FINANCING BNY INTERNATIONAL FINANCING CORPORATION CORPORATION By: /S/ KURTIS R. KURIMSKY By: /S/ JOHN M. ROY ---------------------- ---------------------- Kurtis R. Kurimsky John M. Roy President and Comptroller Vice President Date: May 12, 2016 Date: August 15, 2016 BNY MELLON INVESTMENT MANAGEMENT BNY MELLON INVESTMENT MANAGEMENT EUROPE HOLDINGS LIMITED (EUROPE)LIMITED By: /S/ GREG BRISK By: /S/ GREG BRISK ----------------------- ------------------------ Greg Brisk Greg Brisk Director Director Date: October 21, 2015 Date: October 21, 2015 BNY MELLON INVESTMENT MANAGEMENT BNY CAPITAL MARKETS HOLDINGS, INC. (JERSEY)LIMITED By: /S/ GREG BRISK By: /S/ THOMAS P. GIBBONS ------------------------- ------------------------ Greg Brisk Thomas P. Gibbons Director Vice Chairman and Chief Financial Officer Date: October 21, 2015 Date: October 24, 2015 BNY MELLON INTERNATIONAL ASSET BNY MELLON INTERNATIONAL ASSET MANAGEMENT (HOLDINGS) LIMITED MANAGEMENT (HOLDINGS) No. 1 LIMITED By: /S/ GREG BRISK By: /S/ GREG BRISK ------------------------- -------------------------- Greg Brisk Greg Brisk Director Director Date: October 21, 2015 Date: October 21, 2015 MELLON CANADA HOLDING COMPANY By: /S/ KELLY SCHWARTZ ---------------------- -------------------- Kelly Schwartz President and Director Date: May 3, 2016 BNY MELLON PARTICIPACOES LTDA BNY MELLON PARTICIPACOES LTDA By: /S/ CARLOS ALBERTO SARAIVA By: /S/ MARCUS VINICIUS MATHIAS PEREIRA -------------------- ---------------------------------- Carlos Alberto Saraiva Marcus Vinicius Mathias Pereira Director Director Date: May 5, 2016 Date: May 5, 2016 BNY MELLON INVESTMENT MANAGEMENT MELLON GLOBAL INVESTING CORPORATION APAC LP By: BNY MELLON INVESTMENT MANAGEMENT HOLDINGS, LLC, GENERAL PARTNER By: /S/ PAUL A. GRIFFITHS By: /S/ LEO P. GROHOWSKI ------------------------ ---------------------------------- Paul A. Griffiths Leo P . Grohowski President President Date: April 29, 2016 Date: June 29, 2018 ----------------------------------------------------------------------------- | Fund Administrators | ----------------------------------------------------------------------------- BNY MELLON SERVICE KAPITALANLAGE- BNY MELLON SERVICE KAPITALANLAGE- GESELLSCHAFT mbH GESELLSCHAFT mbH By: /S/ KATARINA MELVAN By: /S/ CAROLINE SPECHT ---------------------- ---------------------- Katarina Melvan Caroline Specht Managing Director(Chairman) Managing Director Date: August 19, 2016 Date: August 19, 2016 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the undersigned hereby agree to any and all joint filings required to be made on their behalf on Schedule 13G (including amendments thereto) under the Exchange Act, with respect to securities which may be deemed to be beneficially owned by them under the Exchange Act, and that this Agreement be included as an Exhibit to any such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement effective as of the date set forth below. ----------------------------------------------------------------------------- | Banks/Bank Holding Companies | ----------------------------------------------------------------------------- THE BANK OF NEW YORK MELLON BNY MELLON, NATIONAL ASSOCIATION CORPORATION By: /S/ MITCHELL E.HARRIS By: /S/ DONALD HEBERLE ---------------------- --------------------- Mitchell E. Harris Donald Heberle Chief Executive Officer, Chief Executive Officer Investment Management Date: March 17, 2017 Date: September 16, 2015 BNY MELLON, NATIONAL ASSOCIATION THE BANK OF NEW YORK MELLON SA/NV By: /S/ THOMAS J. DICKER By: /S/ LAURA AHTO --------------------- ------------------ Thomas J. Dicker Laura Ahto Chief Operating Officer Chief Executive Officer Date: October 9, 2015 Date: May 17, 2016 THE BANK OF NEW YORK MELLON THE BANK OF NEW YORK MELLON By: /S/ MITCHELL E. HARRIS By: /S/ CURTIS ARLEDGE ---------------------- --------------------- Mitchell E. Harris Curtis Arledge Senior Executive Vice President Vice Chairman Date: August 27, 2015 Date: August 26, 2015 THE BANK OF NEW YORK MELLON TRUST THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION COMPANY, NATIONAL ASSOCIATION By: /S/ ANTONIO PORTUONDO By: /S/ KURTIS R. KURIMSKY ---------------------- --------------------- Antonio Portuondo Kurtis R. Kurimsky President Executive Vice President Date: October 20, 2015 Date: March 8, 2016 BNY MELLON TRUST OF DELAWARE BNY MELLON TRUST OF DELAWARE By: /S/ JAMES P. AMBAGIS By: /S/ LEE JAMES WOOLLEY ---------------------- --------------------- James P. Ambagis Lee James Woolley President Chairman and Chief Executive Officer Date: October 21, 2015 Date: October 19, 2015 ----------------------------------------------------------------------------- | Investment Advisers and/or Broker-Dealers | ----------------------------------------------------------------------------- PERSHING LLC BNY MELLON CAPITAL MARKETS, LLC By: /S/ CLAIRE SANTANIELLO By: /S/ JEFF GEARHART --------------------- ---------------------- Claire Santaniello Jeff Gearhart Chief Administrative Officer Chief Operating Officer and Chief Risk Officer Date: May 24, 2016 Date: October 19, 2016 ARX INVESTIMENTOS LTDA ARX INVESTIMENTOS LTDA By: /S/ CAMILA SOUZA By: /S/ GUILHERME ABRY ---------------------- --------------------- Camila Souza Guilherme Abry Director Director Date: January 4, 2016 Date: January 4, 2016 BNY MELLON SERVICOS FINANCEIROS BNY MELLON SERVICOS FINANCEIROS DISTRIBUIDORA DE TITULOS E VALORES DISTRIBUIDORA DE TITULOS E VALORES MOBILIARIOS S.A. MOBILIARIOS S.A. By: /S/ CARLOS ALBERTO SARAIVA By: /S/ MARCUS VINICIUS MATHIAS PEREIRA ---------------------- ----------------------------------- Carlos Alberto Saraiva Marcus Vinicius Mathias Pereira Director Director Date: May 5, 2016 Date: May 5, 2016 BNY MELLON ADMINISTRACAO DE ATIVOS BNY MELLON ADMINISTRACAO DE ATIVOS LTDA LTDA By: /S/ CARLOS ALBERTO SARAIVA By: /S/ MARCUS VINICIUS MATHIAS PEREIRA ---------------------- ----------------------------------- Carlos Alberto Saraiva Marcus Vinicius Mathias Pereira Director Director Date: May 5, 2016 Date: May 5, 2016 BNY MELLON ALOCACAO DE PATRIMONIO BNY MELLON ALOCACAO DE PATRIMONIO LTDA LTDA By: /S/ GUSTAVO CASTELLO BRANCO By: /S/ CAMILA SOUZA ---------------------- --------------------- Gustavo Castello Branco Camila Souza Director Director Date: January 4, 2016 Date: January 4, 2016 THE DREYFUS CORPORATION INSIGHT INVESTMENT MANAGEMENT (GLOBAL) LIMITED By: /S/ JAMES BITETTO By: /s/ CHARLES FARQUHARSON ---------------------- ---------------------- James Bitetto Charles Farquharson Secretary Chief Risk Officer Date: July 30, 2015 Date: February 16, 2016 LOCKWOOD ADVISORS, INC. BNY MELLON ASSET MANAGEMENT JAPAN LIMITED By: /S/ JOHN J. BRETT By: /S/ SHIZU KISHIMOTO ---------------------- --------------------- John J. Brett Shizu Kishimoto Chairman Representative Director and President Date: July 30, 2015 Date: August 5, 2015 BNY MELLON ASSET MANAGEMENT MBSC SECURITIES CORPORATION NORTH AMERICA CORPORATION By: /S/ JENNIFER CASSEDY By: /S/ KENNETH J. BRADLE ---------------------- --------------------- Jennifer Cassedy Kenneth J. Bradle Chief Compliance Officer President Date: February 14, 2018 Date: April 29, 2016 NEWTON INVESTMENT MANAGEMENT LIMITED NEWTON INVESTMENT MANAGEMENT (NORTH AMERICA) LIMITED By: /S/ JAMES HELBY By: /S/ JAMES HELBY ---------------------- --------------------- James Helby James Helby Director Chief Risk Officer Date: July 17, 2015 Date: June 30, 2016 WALTER SCOTT & PARTNERS LIMITED INSIGHT INVESTMENT INTERNATIONAL LIMITED By: /S/ RODGER NISBET By: /S/ LEE PALMER ---------------------- ---------------------- Rodger Nisbet Lee Palmer Executive Chairman Chief Compliance Officer Date: July 15, 2015 Date: February 14, 2018 BNY MELLON WEALTH MANAGEMENT, BNY MELLON INVESTMENT MANAGEMENT ADVISORY SERVICES, INC. CAYMAN LTD By: /S/ MARIE-CLAUDE LEPAGE By: /S/ BRENDON J. DONNELLAN ---------------------- ---------------------- Marie-Claude Lepage Brendon J.Donnellan Chief Compliance Officer Director Date: May 9, 2016 Date: August 22, 2016 BNY MELLON TRUST COMPANY BNY MELLON TRUST COMPANY (CAYMAN) LIMITED (CAYMAN) LIMITED By: CANELLA SECRETARIES By: CANELLA SECRETARIES (CAYMAN) LTD, SECRETARY (CAYMAN) LTD, SECRETARY By: /S/GILLIAN NELSON By: /S/ PATRICIA BRUZIO ----------------------- ----------------------- Gillian Nelson Patricia Bruzio Authorized Person Authorized Person Date: May 17, 2016 Date: May 17, 2016 INSIGHT NORTH AMERICA LLC By: /S/ JOHN ARIOLA --------------------- John Ariola Head of Financial Analysis Date: December 7, 2016 ----------------------------------------------------------------------------- | Parent Holding Companies/Control Persons | ----------------------------------------------------------------------------- B.N.Y. HOLDINGS (DELAWARE) CORPORATION PERSHING GROUP LLC By: /S/ JAMES P. AMBAGIS By: /S/ CLAIRE SANTANIELLO ---------------------- --------------------- James P. Ambagis Claire Santaniello President Chief Administrative Officer and Chief Risk Officer Date: October 21, 2015 Date: May 11, 2016 BNY MELLON INVESTMENT MANAGEMENT BNY MELLON INVESTMENT MANAGEMENT (APAC) HOLDINGS LIMITED (APAC) HOLDINGS LIMITED By: /S/ EMILY CHAN By: /S/ DONI SHAMSUDDIN ---------------------- --------------------- Emily Chan Doni Shamsuddin Director Director Date: April 19, 2016 Date: April 19, 2016 BNY MELLON INTERNATIONAL ASSET NEWTON MANAGEMENT LIMITED MANAGEMENT GROUP LIMITED By: /S/ GREG BRISK By: /S/ HELENA MORRISSEY ---------------------- ---------------------- Greg Brisk Helena Morrissey Director Director Date: October 21, 2015 Date: July 17, 2015 BNY MELLON IHC, LLC MBC INVESTMENTS CORPORATION By: /S/ KURTIS R. KURIMSKY By: /S/ PAUL A. GRIFFITHS --------------------- --------------------- Kurtis R. Kurimsky Paul A. Griffiths Vice President and Chairman, President and Controller Chief Executive Officer Date: March 29, 2017 Date: April 29, 2016 MELLON OVERSEAS INVESTMENT INSIGHT INVESTMENT MANAGEMENT CORPORATION LIMITED By: /S/ KURTIS R. KURIMSKY By: /S/ CHARLES FARQUHARSON ---------------------- --------------------- Kurtis R. Kurimsky Charles Farquharson Vice President and Controller Chief Risk Officer Date: October 7, 2015 Date: February 16, 2016 BNY INTERNATIONAL FINANCING BNY INTERNATIONAL FINANCING CORPORATION CORPORATION By: /S/ KURTIS R. KURIMSKY By: /S/ JOHN M. ROY ---------------------- ---------------------- Kurtis R. Kurimsky John M. Roy President and Comptroller Vice President Date: May 12, 2016 Date: August 15, 2016 BNY MELLON INVESTMENT MANAGEMENT BNY MELLON INVESTMENT MANAGEMENT EUROPE HOLDINGS LIMITED (EUROPE)LIMITED By: /S/ GREG BRISK By: /S/ GREG BRISK ----------------------- ------------------------ Greg Brisk Greg Brisk Director Director Date: October 21, 2015 Date: October 21, 2015 BNY MELLON INVESTMENT MANAGEMENT BNY CAPITAL MARKETS HOLDINGS, INC. (JERSEY)LIMITED By: /S/ GREG BRISK By: /S/ THOMAS P. GIBBONS ------------------------- ------------------------ Greg Brisk Thomas P. Gibbons Director Vice Chairman and Chief Financial Officer Date: October 21, 2015 Date: October 24, 2015 BNY MELLON INTERNATIONAL ASSET BNY MELLON INTERNATIONAL ASSET MANAGEMENT (HOLDINGS) LIMITED MANAGEMENT (HOLDINGS) No. 1 LIMITED By: /S/ GREG BRISK By: /S/ GREG BRISK ------------------------- -------------------------- Greg Brisk Greg Brisk Director Director Date: October 21, 2015 Date: October 21, 2015 MELLON CANADA HOLDING COMPANY By: /S/ KELLY SCHWARTZ ---------------------- -------------------- Kelly Schwartz President and Director Date: May 3, 2016 BNY MELLON PARTICIPACOES LTDA BNY MELLON PARTICIPACOES LTDA By: /S/ CARLOS ALBERTO SARAIVA By: /S/ MARCUS VINICIUS MATHIAS PEREIRA -------------------- ---------------------------------- Carlos Alberto Saraiva Marcus Vinicius Mathias Pereira Director Director Date: May 5, 2016 Date: May 5, 2016 BNY MELLON INVESTMENT MANAGEMENT MELLON GLOBAL INVESTING CORPORATION APAC LP By: BNY MELLON INVESTMENT MANAGEMENT HOLDINGS, LLC, GENERAL PARTNER By: /S/ PAUL A. GRIFFITHS By: /S/ LEO P. GROHOWSKI ------------------------ ---------------------------------- Paul A. Griffiths Leo P . Grohowski President President Date: April 29, 2016 Date: June 29, 2018 ----------------------------------------------------------------------------- | Fund Administrators | ----------------------------------------------------------------------------- BNY MELLON SERVICE KAPITALANLAGE- BNY MELLON SERVICE KAPITALANLAGE- GESELLSCHAFT mbH GESELLSCHAFT mbH By: /S/ KATARINA MELVAN By: /S/ CAROLINE SPECHT ---------------------- ---------------------- Katarina Melvan Caroline Specht Managing Director(Chairman) Managing Director Date: August 19, 2016 Date: August 19, 2016