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 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/30/2014 |
3. Issuer Name and Ticker or Trading Symbol
TWITTER, INC. [ TWTR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 702,461(1) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Employee Stock Option (right to buy) | (2) | 07/06/2019 | Common Stock | 16,000 | $0.1989 | D | |
Employee Stock Option (right to buy) | (3) | 07/15/2020 | Common Stock | 20,000 | $0.845 | D | |
Employee Stock Option (right to buy) | (4) | 01/25/2021 | Common Stock | 118,238 | $2.275 | D | |
Employee Stock Option (right to buy) | (5) | 01/25/2021 | Common Stock | 540 | $2.275 | D |
Explanation of Responses: |
1. Of the reported shares, 634,625 shares are represented by restricted stock units (RSUs) of which (1) 78,125 shares subject to the RSUs vest quarterly beginning on December 1, 2014 , (2) an additional 384,000 shares subject to the RSUs vest quarterly beginning on November 1, 2014, (3) an additional 112,500 shares subject to the RSUs vest quarterly beginning on November 1, 2014 and (4) an additional 60,000 shares subject to the RSUs vest quarterly beginning on October 1, 2017. |
2. An option to purchase 315,000 shares was granted on July 7, 2009 and was exercised in part prior to the date on which the Reporting Person became subject to Section 16. The remaining shares subject to the option are fully vested and exercisable. |
3. This option to purchase 20,000 shares was granted on July 16, 2010. The shares subject to the option are fully vested and exercisable. |
4. An option to purchase 118,238 shares was granted on January 26, 2011. One-fourth of the shares subject to the option vested on January 26, 2012 and 1/48th of the shares have vested and will vest monthly thereafter. |
5. An option to purchase 41,762 shares was granted on January 1, 2011 and was exercised in part prior to the date on which the Reporting Person became subject to Section 16. The remaining shares subject to the option are fully vested and exercisable. |
Remarks: |
Exhibit 24 - Power of Attorney |
/s/ Sean Edgett, attorney-in-fact | 10/30/2014 | |
** 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. |