Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
−Removed: Market Price of Our Class A Common Stock
−Removed: Our Class A common stock is traded on the New York Stock Exchange and, as of August 2021, the Long-Term Stock Exchange under the symbol “TWLO.” As of January 31, 2022, we had 196 holders of record of our Class A and Class B common stock.
+Added: Market Information for Common Stock
+Added: Our Class A common stock is traded on the New York Stock Exchange under the symbol “TWLO.” Our Class B common stock is neither listed nor traded.
+Added: Holders of Record
+Added: As of January 31, 2023, we had 279 holders of record of our Class A common stock and Class B common stock.
The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.
3 unchanged sentences
Stock Performance Graph
−Removed: This performance graph shall not be deemed "soliciting material" or to be "filed" with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Twilio Inc.
−Removed: under the Securities Act or the Exchange Act.
−Removed: We have presented below the cumulative total return to our stockholders between June 23, 2016 (the date our Class A common stock commenced trading on the NYSE) through December 31, 2021, in comparison to the S&P 500 Index and S&P 500 Information Technology Index.
−Removed: All values assume a $100 initial investment and data for the S&P 500 Index and S&P 500 Information Technology Index assume reinvestment of dividends.
+Added: This performance graph shall not be deemed "soliciting material" or to be "filed" with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Twilio Inc.
+Added: under the Securities Act of 1933, as amended, (the “Securities Act”) or the Exchange Act.
+Added: We have presented below the cumulative five-year total return to our stockholders in comparison to the S&P 500 Index and S&P 500 Information Technology Index.
+Added: An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our Class A common stock and in each respective index at the market closing price on the last trading day for the fiscal year ended December 31, 2017, and its relative performance is tracked through December 31, 2022.
The comparisons are based on historical data and are not indicative of, nor intended to forecast, the future performance of our Class A common stock.
−Removed: Recent Sales of Unregistered Securities and Use of Proceeds from Registered Securities
−Removed: (a) Sales of Unregistered Securities
−Removed: In each of the years ended December 31, 2021 and 2020, Twilio.org donated 88,408 shares of our unregistered Class A common stock to an independent donor advised fund to further our philanthropic goals.
−Removed: The shares were “restricted securities” for purposes of Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), and had an aggregate fair market value on the date of donation of $31.2 million and $19.0 million, respectively.
−Removed: In 2018, we issued $550.0 million in aggregate principal amount of 0.25% Convertible Senior Notes due 2023 (the “Convertible Notes”).
−Removed: In connection with the offering of the Convertible Notes, we entered into privately-negotiated capped call transactions with certain counterparties (the “capped calls”).
−Removed: The capped calls each had an initial strike price of approximately $70.90 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Convertible Notes.
−Removed: The capped calls had initial cap prices of $105.04 per share, subject to certain adjustments.
−Removed: The capped calls covered, subject to anti-dilution adjustments, approximately 7,757,200 shares of Class A Common Stock.
−Removed: Refer to Note 10 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information about the Convertible Notes and capped calls.
−Removed: We offered and sold the Convertible Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and for resale by the initial purchasers to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act.
−Removed: We relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement dated May 14, 2018.
−Removed: On May 18, 2021, we issued a notice of redemption for our Convertible Notes and in June 2021, we redeemed all of the remaining outstanding principal amount of the Convertible Notes and settled all related capped call arrangements.
−Removed: These transactions are described in detail in Note 10 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
−Removed: In connection with our acquisition of Zipwhip in July 2021, we issued an additional 526 shares of unregistered Class A common stock on November 15, 2021, pursuant to a post-closing adjustment.
−Removed: These issuances were exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.
−Removed: (b) Use of Proceeds
−Removed: In February 2021, we closed a follow-on public offering, in which we sold 4,312,500 shares of Class A common stock at a price to the public of $409.60 per share, including shares sold in connection with the exercise of the underwriters' option to purchase additional shares.
−Removed: The offer and sale of all of the shares in the follow-on offering were registered under the Securities Act pursuant to a registration statement on Form S-3 (File No.
−Removed: 333-231794), which was declared effective by the SEC on May 29, 2019.
−Removed: We raised $1.8 billion in net proceeds after deducting offering expenses paid by us.
−Removed: No payments were made by us to directors, officers or persons owning 10 percent or more of our capital stock or to their associates, or to our affiliates, other than payments in the ordinary course of business to officers for salaries.
−Removed: There has been no material change in the planned use of proceeds from our follow-on offering as described in our final prospectus filed with the SEC on February 22, 2021, pursuant to Rule 424(b)(5).
−Removed: We invested the funds received in accordance with our board-approved investment policy, which provides for investments in obligations of the U.S.
−Removed: government, money market instruments, registered money market funds and corporate bonds.
−Removed: The managing underwriters of our follow-on offering were Morgan Stanley & Co.
−Removed: Morgan Securities LLC, Academy Securities, Inc., Cabrera Capital Markets LLC, and Siebert Williams Shank & Co., LLC.
−Removed: In August 2020, we closed a follow-on public offering, in which we sold 5,819,838 shares of Class A common stock at a price to the public of $247.00 per share, including shares sold in connection with the exercise of the underwriters' option to purchase additional shares.
−Removed: The offer and sale of all of the shares in the follow-on offering were registered under the Securities Act pursuant to a registration statement on Form S-3 (File No.
−Removed: 333-231794), which was declared effective by the SEC on May 29, 2019.
−Removed: We raised $1.4 billion in net proceeds after deducting underwriting discounts and commissions and offering expenses paid by us.
−Removed: No payments were made by us to directors, officers or persons owning 10 percent or more of our capital stock or to their associates, or to our affiliates, other than payments in the ordinary course of business to officers for salaries.
−Removed: There has been no material change in the planned use of proceeds from our follow-on offering as described in our final prospectus filed with the SEC on August 7, 2020, pursuant to Rule 424(b)(5).
−Removed: We invested the funds received in accordance with our board-approved investment policy, which provides for investments in obligations of the U.S.
−Removed: government, money market instruments, registered money market funds and corporate bonds.
−Removed: The managing underwriters of our follow-on offering were J.P.
−Removed: Morgan Securities LLC, Morgan Stanley & Co.
−Removed: LLC, Goldman, Sachs & Co.
−Removed: and BofA Securities, Inc.
−Removed: In June 2019, we closed a follow-on public offering, in which we sold 8,064,515 shares of Class A common stock at a price to the public of $124.00 per share, including shares sold in connection with the exercise of the underwriters' option to purchase additional shares.
−Removed: The offer and sale of all of the shares in the follow-on offering were registered under the Securities Act pursuant to a registration statement on Form S-3 (File No.
−Removed: 333-231794), which was declared effective by the SEC on May 29, 2019.
−Removed: We raised $979.0 million in net proceeds after deducting underwriting discounts and commissions and offering expenses paid by us.
−Removed: No payments were made by us to directors, officers or persons owning 10 percent or more of our capital stock or to their associates, or to our affiliates, other than payments in the ordinary course of business to officers for salaries.
−Removed: There has been no material change in the planned use of proceeds from our follow-on offering as described in our final prospectus filed with the SEC on May 31, 2019, pursuant to Rule 424(b).
−Removed: We invested the funds received in accordance with our board-approved investment policy, which provides for investments in obligations of the U.S.
−Removed: government, money market instruments, registered money market funds and corporate bonds.
−Removed: The managing underwriters of our follow-on offering were Goldman, Sachs & Co.
−Removed: Morgan Securities LLC.
−Removed: (c) Issuer Purchases of Equity Securities
+Added: Sales of Unregistered Securities
+Added: During the year ended December 31, 2022, we issued 88,408 shares of our unregistered Class A common stock to an independent donor advised fund to further our Twilio.org philanthropic goals.
+Added: The shares were “restricted securities” for purposes of Rule 144 under the Securities Act, and had an aggregate fair market value on the date of donation of $9.5 million.
+Added: The foregoing transaction did not involve any underwriters, any underwriting discounts or commissions, or any public offering.
+Added: We believe the offer, sale and issuance of the above shares were exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act because the issuance of the shares did not involve a public offering.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.