SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Fry Christopher (Last) (First) (Middle) C/O TWITTER, INC. 1355 MARKET STREET, SUITE 900 (Street) SAN FRANCISCO CA 94103 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/06/2013	3. Issuer Name and Ticker or Trading Symbol TWITTER, INC. [ TWTR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP of Engineering	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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	425,000(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: 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

Explanation of Responses:

1. Of the reported shares, 300,000 shares are represented by restricted stock units (RSUs) pursuant to which one-fourth of the shares subject to the RSUs vest on March 1, 2014 and the remaining shares subject to the RSUs vest in twelve equal quarterly installments beginning on June 1, 2014 and an additional 125,000 shares are represented by RSUs pursuant to which 20% of the shares subject to the RSUs vest on August 1, 2014, an additional 5% vest of the shares subject to the RSUs vest quarterly beginning on November 1, 2014 through August 1, 2015 and an additional 7.5% of the shares subject to the RSUs vest quarterly beginning on November 1, 2015 through August 1, 2017.

Remarks:

Exhibit 24 - Power of Attorney The Reporting Person holds restricted stock units awarded prior to February 1, 2013 (the "Pre-2013 RSUs"), the vesting of which is subject to the satisfaction of both a service condition and a performance condition. Accordingly, the Pre-2013 RSUs are not yet reportable for purposes of Section 16 and are not included in this Form 3. The performance condition will be satisfied on the earlier of (i) the date that is the earlier of (x) six months after the effective date of the Issuer's initial public offering or (y) March 8th of the calendar year following the effective date of the Issuer's initial public offering (which the Issuer may elect to accelerate to February 15th); and (ii) the date of a change in control.

	/s/ Sean Edgett, attorney-in-fact	11/06/2013
	** 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 Number.