Uncas GP LLC 4
4 · TWILIO INC · Filed Mar 17, 2026
Research Summary
AI-generated summary of this filing
Twilio (TWLO) Director Andrew Stafman Receives RSU Award
What Happened
Andrew J. Stafman, a director of Twilio Inc., was granted 688 restricted stock units (RSUs) on March 15, 2026. The RSUs vested immediately, each representing the right to one share of Twilio Class A common stock; the grant is reported at $0 cash paid. Per the filing, Stafman immediately granted all rights in these securities to Sachem Head (his investment firm) for no consideration, so the economic interest was assigned away rather than retained personally.
Key Details
- Transaction date: 2026-03-15; Transaction code: A (Award/Grant).
- Shares granted/vested: 688 RSUs; Price: $0.00; Reported value: $0.
- Holdings reported after this filing: the Form notes a total of 13,492 RSUs (including 3,447 deferred RSUs) and that Sachem Head Funds own 2,295,000 Class A shares (per footnotes).
- Joint filing: This Form 4 is filed jointly by Andrew Stafman, Sachem Head entities, and Scott D. Ferguson; they disclaim beneficial ownership except for any pecuniary interest.
- Transfer: Upon receipt, Stafman granted all rights in the RSUs to Sachem Head for no consideration (footnote disclosure).
- RSU explanation: An RSU is a contingent right to receive a share once vested; vested RSUs typically convert to shares or share equivalents per company plan.
- Timeliness: No late filing flag noted in the provided data.
Context
This was an awarded and immediately vested RSU grant (not a market purchase or sale) and was assigned to Stafman’s investment firm, Sachem Head. Such director RSU grants are often part of compensation arrangements; because the award was transferred to an affiliated investment manager, it primarily reflects an administrative/compensation and allocation action rather than a direct personal buy or sell by the director.
Insider Transaction Report
Form 4
TWILIO INCTWLO
Stafman Andrew
Director
Transactions
- Award
Class A Common Stock
[F1][F2][F3][F4][F5]2026-03-15+688→ 13,492 total
Holdings
- 2,295,000(indirect: See footnotes)
Class A Common Stock
[F6][F3][F4][F7][F8]
Footnotes (8)
- [F1]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.
- [F2]Of these shares, all 13,492 shares represent RSUs. Includes 3,447 RSUs that have been deferred by the Reporting Person.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.