SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Weil Kevin
(Last) (First) (Middle)
1355 MARKET STREET, SUITE 900
(Street)
SAN FRANCISCO CA 94103
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TWITTER, INC. [ TWTR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President of Product
3. Date of Earliest Transaction (Month/Day/Year)
11/03/2014
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/03/2014 S(1) 18,170 D $40.2982(2) 684,291(3) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $0.1989 (4) 07/06/2019 Common Stock 16,000 16,000 D
Employee Stock Option (right to buy) $0.845 (5) 07/15/2020 Common Stock 20,000 20,000 D
Employee Stock Option (right to buy) $2.275 (6) 01/25/2021 Common Stock 118,238 118,238 D
Employee Stock Option (right to buy) $2.275 (7) 01/25/2021 Common Stock 540 540 D
Explanation of Responses:
1. Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.
2. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $40.17 to $40.53 per share. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. 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.
4. 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.
5. This option to purchase 20,000 shares was granted on July 16, 2010. The shares subject to the option are fully vested and exercisable.
6. 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 1, 2012 and 1/48th of the shares have vested and will vest monthly thereafter.
7. An option to purchase 41,762 shares was granted on January 26, 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.
/s/ Sean Edgett, attorney-in-fact 11/05/2014
** 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 4 (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.