Twilio Inc. (NYSE:TWLO) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed in the Current Report on Form8-K filed with the Securities and Exchange Commission (the “SEC”) by Twilio Inc., a Delaware corporation (“Twilio”) on October16, 2018, Twilio, SendGrid,Inc., a Delaware corporation (“SendGrid”), and Topaz Merger Subsidiary,Inc., a Delaware corporation and a direct wholly-owned subsidiary of Twilio (“Merger Sub”), entered into an Agreement and Plan of Merger and Reorganization, dated as of October15, 2018 and amended on December13, 2018 (the “Merger Agreement”). On February1, 2019, to the terms and conditions of the Merger Agreement, Merger Sub was merged with and into SendGrid (the “Merger”), with SendGrid surviving as a wholly-owned subsidiary of Twilio.

to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of common stock of SendGrid, par value $0.001 per share (each, a “SendGrid Share”), was cancelled and converted into the right to receive (a)0.485 (the “Exchange Ratio”) of a share of Twilio’s ClassA Common Stock, par value $0.001 per share (the “Merger Consideration”) plus (b)any cash payable in lieu of fractional shares of Twilio’s ClassA Common Stock otherwise issuable as Merger Consideration.

In addition, at the Effective Time, each stock option to purchase SendGrid Shares (each, a “SendGrid Stock Option”) that was outstanding and unexercised immediately prior to the Effective Time (whether or not then vested) other than (i)any SendGrid Stock Option held by a former employee or former service provider of SendGrid, or subsidiary of SendGrid and (ii)any SendGrid Stock Option granted under the UK Schedule to SendGrid’s 2012 Equity Incentive Plan and UK CSOP Sub-Plan to SendGrid’s 2017 Equity Incentive Plan (each, a “SendGrid UK Option”) was assumed by Twilio and converted into an option to acquire a number of shares of Twilio ClassA Common Stock (each, an “Assumed Option”). Each Assumed Option will be subject to the same terms and conditions as applied to the SendGrid Stock Option immediately prior to the Effective Time (including vesting terms), except that (a)the number of shares of Twilio ClassA Common Stock subject to such Assumed Option will be equal to (i)the number of SendGrid Shares subject to the corresponding SendGrid Stock Option as of immediately prior to the Effective Time multiplied by (ii)the Exchange Ratio (with the resulting number rounded down to the nearest whole share of Twilio ClassA Common Stock), and (b)the per share exercise price of each Assumed Option will be equal to (i)the per share exercise price of the corresponding SendGrid Stock Option immediately prior to the Effective Time divided by (ii)the Exchange Ratio (with the resulting price per share rounded up to the nearest whole cent).

Also, at the Effective Time, each unvested SendGrid Stock Option that was outstanding and unexercised immediately prior to the Effective Time and was held by a former employee or former service provider of SendGrid, or subsidiary of SendGrid, was not assumed by Twilio and was cancelled without the payment of any consideration. Each vested SendGrid Stock Option held by any former employee or former service provider of SendGrid, or subsidiary of SendGrid, that was outstanding and unexercised as of immediately prior to the Effective Time (each, a “Non-Employee Vested Option”) together with all outstanding and unexercised SendGrid UK Options, were cancelled and converted into the right to receive the number of shares of Twilio ClassA Common Stock equal to (x)the number of SendGrid Shares subject to the vested portion of the SendGrid Stock Option immediately prior to the Effective Time multiplied by the excess, if any, of (I)$50.5770(the “SendGrid Share Value”) over (II)the per share exercise price for SendGrid Shares subject to the corresponding SendGrid Stock Option immediately prior to the Effective Time, divided by (y)the SendGrid Share Value multiplied by (z)the Exchange Ratio, with any fractional shares rounded down to the nearest whole share.

At the Effective Time, (a)each SendGrid restricted stock unit (each, a “SendGrid RSU”), other than any SendGrid RSU held by a current or former non-employee director of SendGrid, that was outstanding immediately prior to the Effective Time (whether or not vested or issuable) was assumed and converted automatically into a restricted stock unit with respect to a number of shares of Twilio ClassA Common Stock (each, an “Assumed RSU”) equal to (i)the total number of SendGrid Shares subject to the SendGrid RSU immediately prior to the Effective Time multiplied by (ii)the Exchange Ratio, with any fractional shares rounded down to the nearest whole share, and (b)each SendGrid RSU held by a current or former non-employee director of SendGrid was cancelled and converted into a right to receive the number of fully-vested shares of Twilio ClassA Common Stock equal to (i)the number of SendGrid Shares subject to such SendGrid RSU immediately prior to the Effective Time multiplied by (ii)the Exchange Ratio, with any fractional shares rounded down to the nearest whole share.