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*
FENTON PETER H

(Last) (First) (Middle)
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/08/2014
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 08/08/2014 J (5) 4,343,096 D $0 21,715,504 I See footnote (1)
Common Stock 08/08/2014 J (5) 271,625 D $0 1,358,115 I See footnote (2)
Common Stock 08/08/2014 J (5) 178,266 D $0 891,334 I See footnote (3)
Common Stock 08/08/2014 J (5) 208,685 A $0 208,685 I See footnote (6)
Common Stock 08/08/2014 J (5) 35,622 A $0 35,622 I See footnote (7)
Common Stock 08/08/2014 J (5) 5,261,175 D $0 26,299,877 I See footnote (4)
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
Explanation of Responses:
1. Shares are owned directly by Benchmark Capital Partners VI, L.P. ("BCP VI").
2. Shares are owned directly by Benchmark Founders' Fund VI, L.P. ("BFF VI").
3. Shares are owned directly by Benchmark Founders' Fund VI-B, L.P. ("BFF VI-B").
4. Benchmark Capital Management Co. VI, L.L.C. ("BCMC VI"), the general partner of each of BCP VI, BFF VI and BFF VI-B, may be deemed to have had the sole voting and dispositive power over the 5,261,175 shares of the Issuer's Common Stock being distributed by BCP VI and its affiliated funds and associated persons (the "Benchmark VI Funds"). BCMC VI and each of its managing members disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BCMC VI and its managing members are the beneficial owner of these shares for purposes of Section 16 or any other purpose.
5. Represents a pro-rata, in-kind distribution by the Benchmark VI Funds, without additional consideration, to their respective partners, members and assignees.
6. Shares are owned directly by the Fenton Family Trust.
7. Shares are owned directly by Benchmark Capital Holdings Co., L.L.C., which serves as the Benchmark VI Funds' management company and is under common control with BCMC VI.
Remarks:
Peter H. Fenton is a managing member of BCMC VI, which serves as the general partner of the Benchmark VI Funds. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities except to the extent of the Reporting Person's pecuniary interest therein.
/s/ Steven M. Spurlock, by power of attorney for Peter H. Fenton 08/11/2014
** 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).
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