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