FORM 3
        	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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                      	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

Raney Scott Campbell	2. Date of Event Requiring Statement (MM/DD/YYYY)
6/22/2016 
	3. Issuer Name and Ticker or Trading Symbol

TWILIO INC [TWLO]	
(Last)        (First)        (Middle)

C/O REDPOINT, 3000 SAND HILL ROAD, BLDG 2, #290	4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                            _____ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)	
(Street)

MENLO PARK, CA 94025       

(City)              (State)              (Zip)	5. If Amendment, Date Original Filed (MM/DD/YYYY)

	6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person	

Table I - Non-Derivative Securities Beneficially Owned	
1.Title of Security
(Instr. 4)	2. Amount of Securities Beneficially Owned
(Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)	4. Nature of Indirect Beneficial Ownership
(Instr. 5)	
Common Stock   (1)	128375  	I  	See Footnotes   (2) (3)	

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 4)	2. Date Exercisable and Expiration Date
(MM/DD/YYYY)	3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)	6. Nature of Indirect Beneficial Ownership
(Instr. 5)	
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares				
Series A Preferred Stock  	  (4)	  (4)	Common Stock   (1)	37292  	  (4)	I  	See Footnotes   (3) (4)	
Series D Preferred Stock  	  (5)	  (5)	Common Stock   (1)	3146774  	  (5)	I  	See Footnotes   (3) (5)	
Series E Preferred Stock  	  (6)	  (6)	Common Stock   (1)	44208  	  (6)	I  	See Footnotes   (3) (6)	

Explanation of Responses:	
(  1) 	Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into Common Stock, each share of Common Stock will be reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.	
(  2) 	As of the date hereof, Omega II LP (as defined in footnote (3) below) and Omega Associates II (as defined in footnote (3) below) own 124,524 shares and 3,851 shares, respectively, of Common Stock.	
(  3) 	The Reporting Person is a managing director of Redpoint Omega II LLC, the general partner of Redpoint Omega II LP ("Omega II LP") and is a manager of Redpoint Omega II Associates LLC ("Omega Associates II"). The Reporting Person shares voting and dispositive power with respect to the shares held directly by Omega II LP and Omega Associates II. The Reporting Person disclaims beneficial ownership of the securities held by Omega II LP and Omega Associates II and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of is pecuniary interest, if any, in the securities by virtue of his interest in Omega II LP and Omega Associates II.	
(  4) 	The Series A Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's Initial Public Offering, all shares of Series A Preferred Stock will be converted into shares of Common Stock of the Issuer. As of the date hereof, Omega II LP and Omega Associates II own 36,174 shares and 1,118 shares, respectively, of Series A Preferred Stock.	
(  5) 	The Series D Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's Initial Public Offering, all shares of Series D Preferred Stock will be converted into shares of Common Stock of the Issuer. As of the date hereof, Omega II LP and Omega Associates II own 3,052,372 shares and 94,402 shares, respectively, of Series D Preferred Stock.	
(  6) 	The Series E Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's Initial Public Offering, all shares of Series E Preferred Stock will be converted into shares of Common Stock of the Issuer. As of the date hereof, Omega II LP and Omega Associates II own 42,882 shares and 1,326 shares, respectively, of Series E Preferred Stock.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
Raney Scott Campbell
C/O REDPOINT
3000 SAND HILL ROAD, BLDG 2, #290
MENLO PARK, CA 94025	X				

Signatures		
/s/ Alexis Rhorer as attorney in fact for Reporting Person		6/22/2016	
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).	
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.	

EXHIBIT 24	

Twilio Inc
Power of Attorney
for Executing Forms 3, 4 and 5	
		
Know all men by these presents, that the undersigned, director or officer, or both, of Twilio Inc, hereby constitutes and appoints each of Karyn Smith and Alexis Rhorer, signing singly, the undersigned's true and lawful attorney-in-fact to:	
		
(1)	execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Twilio Inc (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;	
		
(2)	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and	
		
(3)	take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.	
		
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.	
		
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities of Twilio Inc unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.	
		
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 10 th day of May, 2016	
		
	/s/ Scott Raney	
	Scott Raney