Twilio (TWLO) director Stafman granted 399 RSUs, assigns economic rights to Sachem Head
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Stafman Andrew reported acquisition or exercise transactions in this Form 4 filing.
Twilio Inc. director Andrew J. Stafman reported a compensation-related stock award. He received 399 Restricted Stock Units (RSUs), each representing one share of Twilio Class A common stock, which vested immediately on the grant date. Following this grant, he directly holds 13,891 RSUs, including 3,846 that he has deferred.
The Form 4 is filed jointly with Sachem Head Capital Management and related entities. Under an arrangement with Sachem Head, Stafman has granted all rights and economic interests in the RSUs to Sachem Head for no consideration. The filing also shows 620,000 shares of Class A common stock held indirectly, associated with Sachem Head funds, with the reporting persons generally disclaiming beneficial ownership except to the extent of any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Stafman Andrew, Ferguson Scott D., Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC
Role
null | null | null | null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Class A Common Stock | 399 | $0.00 | -- |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 13,891 shares (Direct, null);
Class A Common Stock — 620,000 shares (Indirect, See footnotes)
Footnotes (1)
- 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 vested immediately on the date of grant. Of these shares, all 13,891 shares represent RSUs. Includes 3,846 RSUs that have been deferred by the Reporting Person. 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 2,295,000 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.
Key Figures
RSUs granted: 399 RSUs
Direct RSU holdings: 13,891 RSUs
Deferred RSUs: 3,846 RSUs
+2 more
5 metrics
RSUs granted
399 RSUs
New award of Twilio Class A common stock RSUs
Direct RSU holdings
13,891 RSUs
Total RSUs held directly after the grant
Deferred RSUs
3,846 RSUs
Portion of direct RSU holdings deferred by Stafman
Indirect Class A shares
620,000 shares
Class A common stock reported as indirectly held
Sachem Head funds prior holdings
2,295,000 shares
Class A common stock owned by Sachem Head funds before any RSUs
Key Terms
Restricted Stock Units ("RSUs"), beneficial owner, pecuniary interest, deputization, +1 more
5 terms
Restricted Stock Units ("RSUs") financial
"The shares reported in this transaction represent Restricted Stock Units ("RSUs") granted by Twilio Inc."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
beneficial owner regulatory
"may be deemed to be the beneficial owner of certain of the securities reported on this Form 4"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
pecuniary interest regulatory
"disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein"
deputization regulatory
"may be deemed directors of the Issuer by deputization"
Subject Securities regulatory
"certain of the securities reported on this Form 4 (the "Subject Securities")"
FAQ
What did Andrew J. Stafman report in this Twilio (TWLO) Form 4 filing?
Andrew J. Stafman reported receiving 399 Restricted Stock Units in Twilio Class A common stock as a compensation grant. These RSUs vested immediately, increasing his directly reported RSU holdings to 13,891 shares, all tied to his role as a Twilio director.
How many Twilio (TWLO) RSUs does Andrew J. Stafman hold after the grant?
After the grant, Andrew J. Stafman holds 13,891 Restricted Stock Units tied to Twilio Class A common stock. Footnotes state all of these are RSUs, including 3,846 RSUs that he has chosen to defer, reflecting compensation rather than open-market purchases.
What is Sachem Head’s role in this Twilio (TWLO) Form 4 filing?
Sachem Head Capital Management and related entities are joint reporting persons on the filing. Footnotes explain they may be deemed beneficial owners of certain Twilio securities but disclaim ownership except for any pecuniary interest in the shares held by affiliated funds.
What arrangement exists between Andrew J. Stafman and Sachem Head regarding the Twilio RSUs?
Under an arrangement described in the filing, upon receiving the RSUs, Andrew J. Stafman granted all rights and economic interests in these Twilio securities to Sachem Head. This transfer occurred for no consideration, aligning the economic benefit with the investment adviser.