Edgar Filing: TWITTER, INC.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Williams Evan Clark

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)

(Last)

(First)

(Middle)

C/O TWITTER, INC., 1355 MARKET STREET, SUITE 900

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2015

(Street)

SAN FRANCISCO, CA 94103

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/04/2015		S⁽¹⁾		11,160	D	$ 29.5371 ⁽²⁾	2,731,762	D
Common Stock	08/05/2015		S⁽¹⁾		11,160	D	$ 28.8693 ⁽³⁾	2,720,602	D
Common Stock	08/04/2015		S⁽¹⁾		147,870	D	$ 29.5347 ⁽⁴⁾	37,879,964	I	See footnote ⁽⁵⁾
Common Stock	08/05/2015		S⁽¹⁾		147,670	D	$ 28.8796 ⁽⁶⁾	37,732,294	I	See footnote ⁽⁵⁾
Common Stock	08/05/2015		S⁽¹⁾		200	D	$ 29.475 ⁽⁷⁾	37,732,094	I	See footnote ⁽⁵⁾
Common Stock	08/04/2015		S⁽¹⁾		1,860	D	$ 29.5407 ⁽⁸⁾	483,918	I	See footnote ⁽⁹⁾
Common Stock	08/05/2015		S⁽¹⁾		1,860	D	$ 28.8226 ⁽¹⁰⁾	482,058	I	See footnote ⁽⁹⁾
Common Stock	08/04/2015		S⁽¹⁾		2,046	D	$ 29.5333 ⁽¹¹⁾	518,684	I	See footnote ⁽¹²⁾
Common Stock	08/05/2015		S⁽¹⁾		2,046	D	$ 28.8396 ⁽¹³⁾	516,638	I	See footnote ⁽¹²⁾
Common Stock	08/04/2015		S⁽¹⁾		23,064	D	$ 29.5367 ⁽¹⁴⁾	5,112,959	I	See footnote ⁽¹⁵⁾
Common Stock	08/05/2015		S⁽¹⁾		23,064	D	$ 28.876 ⁽¹⁶⁾	5,089,895	I	See footnote ⁽¹⁵⁾
Common Stock								19,314	I	See footnote ⁽¹⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Williams Evan Clark C/O TWITTER, INC. 1355 MARKET STREET, SUITE 900 SAN FRANCISCO, CA 94103	X

Signatures

/s/ Sean Edgett, Attorney-in-Fact		08/06/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted 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 $29.17 to $29.855 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)	The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $28.465 to $29.425 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.
(4)	The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $28.94 to $29.88 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.
(5)	The shares are held of record by Obvious, LLC, for which the Reporting Person serves as the sole member.
(6)	The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $28.46 to $29.44 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.
(7)	The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $29.46 to $29.49 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.
(8)	The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $29.365 to $29.835 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.
(9)	The shares are held of record by Green Monster Trust dated November 7, 2012, for which the Goldman Sachs Trust Company serves as trustee.
(10)	The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $28.485 to $29.31 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.
(11)	The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $29.33 to $29.835 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.
(12)	The shares are held of record by The Family Trust under the Williams 2010 Qualified Annuity Trust 1 dated August 31, 2010, for which the Reporting Person's spouse serves as trustee.
(13)	The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $28.465 to $29.33 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.
(14)	The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $29.05 to $29.86 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.
(15)	The shares are held of record by the Article IV Family Trust Under Williams 2010 Qualified Annuity Trust 5, for which the Reporting Person's spouse and the Goldman Sachs Trust Company serve as co-trustees.
(16)	The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $28.46 to $29.425 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.
(17)	The shares are held of record by the Reporting Person's spouse.
Remarks: Based on the an internal audit, Green Monster Trust's holdings are restated by an additional 100 shares reported in this Form 4.

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