Twilio insider filing: 780 RSUs vested; Sachem Head 3.295M Class A stake detailed
Rhea-AI Filing Summary
Twilio Inc. (TWLO) Form 4 discloses that Andrew J. Stafman received 780 restricted stock units (RSUs) that vested immediately on 09/15/2025, each representing the right to one share of Class A common stock and reported at a $0 price. After the reported transaction, Mr. Stafman directly beneficially owned 12,163 shares (all RSUs, including 2,118 deferred RSUs). The filing is joint with Sachem Head entities and Scott D. Ferguson, which together report 3,295,000 Class A shares as indirectly owned by Sachem Head funds prior to the RSU grant. The filing explains that Mr. Stafman transferred all rights in the newly received RSUs to Sachem Head for no consideration.
Positive
- Immediate vesting of 780 RSUs provides clarity on the timing of the director's grant
- Detailed disclosure of relationships and fund ownership (3,295,000 shares) enhances transparency
Negative
- None.
Insights
TL;DR: Immediate vesting of 780 RSUs and a transfer of rights to Sachem Head are reported; large prior fund holdings are disclosed.
The Form 4 clearly documents an immediate grant-and-vest of 780 RSUs to a director, recorded at $0, with the reporting person disclaiming direct beneficial ownership after transferring rights to Sachem Head. From a compliance perspective, the filing includes necessary joint reporting and explanatory footnotes describing relationships among reporting persons and fund ownership. The disclosure of 3,295,000 indirectly held Class A shares by Sachem Head funds is material to ownership concentration and control analysis.
TL;DR: Director received vested RSUs and assigned them to the investment adviser; large fund stake reiterated.
The filing reiterates that a board member who is also a partner at the activist investor Sachem Head received RSUs that vested immediately and were assigned to the adviser. The statement of transfer for no consideration and the detailed footnotes explaining fund structure and beneficial ownership provide clear governance transparency. This helps investors understand director affiliations and concentrated insider/fund positions.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Class A Common Stock | 780 | $0.00 | -- |
| holding | Class A Common Stock | -- | -- | -- |
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 12,163 shares represent RSUs. Includes 2,118 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 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.
