0001181431-13-057410.txt : 20131106 0001181431-13-057410.hdr.sgml : 20131106 20131106195110 ACCESSION NUMBER: 0001181431-13-057410 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131106 FILED AS OF DATE: 20131106 DATE AS OF CHANGE: 20131106 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TWITTER, INC. CENTRAL INDEX KEY: 0001418091 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 208913779 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1355 MARKET STREET, SUITE 900 CITY: San Francisco STATE: CA ZIP: 94103 BUSINESS PHONE: (415) 222-9670 MAIL ADDRESS: STREET 1: 1355 MARKET STREET, SUITE 900 CITY: San Francisco STATE: CA ZIP: 94103 FORMER COMPANY: FORMER CONFORMED NAME: Twitter Inc DATE OF NAME CHANGE: 20071109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: J.P. Morgan Digital Growth Fund L.P. CENTRAL INDEX KEY: 0001513441 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36164 FILM NUMBER: 131198032 BUSINESS ADDRESS: STREET 1: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-648-2301 MAIL ADDRESS: STREET 1: C/OJ.P. MORGAN INVESTMENT MANAGEMENT INC STREET 2: 270 PARK AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 3 1 rrd394397.xml FORM 3 X0206 3 2013-11-06 0 0001418091 TWITTER, INC. TWTR 0001513441 J.P. Morgan Digital Growth Fund L.P. C/O JP MORGAN INVESTMENT MANAGEMENT INC. 270 PARK AVENUE NEW YORK NY 10017 0 0 1 0 Common Stock 6652126 I See footnote Common Stock 4994364 I See footnote Series A Preferred Stock Common Stock 18320186 I See footnote Series A Preferred Stock Common Stock 11755 I See footnote Series B Preferred Stock Common Stock 315164 I See footnote Series C Preferred Stock Common Stock 2812757 I See footnote Series C Preferred Stock Common Stock 393672 I See footnote Series D Preferred Stock Common Stock 944459 I See footnote Series D Preferred Stock Common Stock 1734738 I See footnote Series E Preferred Stock Common Stock 3435699 I See footnote Series E Preferred Stock Common Stock 1001832 I See footnote Series G-1 Preferred Stock Common Stock 8233068 I See footnote Represents shares of common stock held by Institutional Associates Fund, LLC ("IAF"). J.P. Morgan Digital Growth Fund L.P. ("DGF") is the majority member of RTLC, LLC, a member-managed limited liability company. In order to make certain dispositions of its securities, IAF is required to obtain the consent of RTLC, LLC. DGF disclaims pecuniary interest in such shares except to the extent of its economic interest. Represents shares of common stock held by RTLC II, LLC, a member-managed limited liability company. DGF is the majority member of RTLC II, LLC. DGF disclaims pecuniary interest in such shares except to the extent of its economic interest. The Series A preferred stock is convertible into common stock on a one-for-one basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series A preferred stock will automatically convert into shares of common stock of the Issuer. Represents shares of Series A preferred stock held by IAF. DGF is the majority member of RTLC, LLC, a member-managed limited liability company. In order to make certain dispositions of its securities, IAF is required to obtain the consent of RTLC, LLC. DGF disclaims pecuniary interest in such shares except to the extent of its economic interest. Represents shares of Series A preferred stock held by RTLC II, LLC, a member-managed limited liability company. DGF is the majority member of RTLC II, LLC. DGF disclaims pecuniary interest in such shares except to the extent of its economic interest. The Series B preferred stock is convertible into common stock on a one-for-one basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series B preferred stock will automatically convert into shares of common stock of the Issuer. Represents shares of Series B preferred stock held by RTLC II, LLC, a member-managed limited liability company. DGF is the majority member of RTLC II, LLC. DGF disclaims pecuniary interest in such shares except to the extent of its economic interest. The Series C preferred stock is convertible into common stock on a one-for-one basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series C preferred stock will automatically convert into shares of common stock of the Issuer. Represents shares of Series C preferred stock held by IAF. DGF is the majority member of RTLC, LLC, a member-managed limited liability company. In order to make certain dispositions of its securities, IAF is required to obtain the consent of RTLC, LLC. DGF disclaims pecuniary interest in such shares except to the extent of its economic interest. Represents shares of Series C preferred stock held by RTLC II, LLC, a member-managed limited liability company. DGF is the majority member of RTLC II, LLC. DGF disclaims pecuniary interest in such shares except to the extent of its economic interest. The Series D preferred stock is convertible into common stock on a one-for-one basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series D preferred stock will automatically convert into shares of common stock of the Issuer. Represents shares of Series D preferred stock held by IAF. DGF is the majority member of RTLC, LLC, a member-managed limited liability company. In order to make certain dispositions of its securities, IAF is required to obtain the consent of RTLC, LLC. DGF disclaims pecuniary interest in such shares except to the extent of its economic interest. Represents shares of Series D preferred stock held by RTLC II, LLC, a member-managed limited liability company. DGF is the majority member of RTLC II, LLC. DGF disclaims pecuniary interest in such shares except to the extent of its economic interest. The Series E preferred stock is convertible into common stock on a one-for-one basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series E preferred stock will automatically convert into shares of common stock of the Issuer. Represents shares of Series E preferred stock held by IAF. DGF is the majority member of RTLC, LLC, a member-managed limited liability company. In order to make certain dispositions of its securities, IAF is required to obtain the consent of RTLC, LLC. DGF disclaims pecuniary interest in such shares except to the extent of its economic interest. Represents shares of Series E preferred stock held by RTLC II, LLC, a member-managed limited liability company. DGF is the majority member of RTLC II, LLC. DGF disclaims pecuniary interest in such shares except to the extent of its economic interest. The Series G-1 preferred stock is convertible into common stock on a one-for-one basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series G-1 preferred stock will automatically convert into shares of common stock of the Issuer. Represents shares of Series G-1 preferred stock held by RTLC II, LLC, a member-managed limited liability company. DGF is the majority member of RTLC II, LLC. DGF disclaims pecuniary interest in such shares except to the extent of its economic interest. /s/ Tyler Jayroe, J.P. Morgan Digital Growth Fund L.P., By: J.P. Morgan Investment Management Inc., By: Tyler Jayroe, Executive Director 2013-11-06