Twitter, Inc.
TWITTER, INC. (Form: 4, Received: 05/08/2014 17:21:36)
FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

RTLC Management, LLC
2. Issuer Name and Ticker or Trading Symbol

TWITTER, INC. [ TWTR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

260 EAST BROWN STREET, SUITE 380
3. Date of Earliest Transaction (MM/DD/YYYY)

5/6/2014
(Street)

BIRMINGHAM, MI 48009
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/6/2014     J (1)    634296   D $0   0   I   See footnote   (2)
Common Stock   5/6/2014     J (1)    20047516   D $0   0   I   See footnote   (3)
Common Stock   5/6/2014     J (1)    1471200   D $0   0   I   See footnote   (4)
Common Stock   5/6/2014     J (1)    17283700   D $0   0   I   See footnote   (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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)  Transactions reported on this form represent pro rata liquidating distributions, and not a purchase or sale of securities, by RTLC Management, LLC, RT Kendall, LLC, RT Kingdom, LLC, RT Morningside, LLC and RT Spartan III, LLC to their respective members without consideration.
( 2)  Shares held directly by RT Kendall, LLC. RTLC Management, LLC (the manager of RT Kendall, LLC), and John Giampetroni and Suhail Rizvi (the managers of RTLC Management, LLC) have shared voting and investment power over the securities held by RT Kendall, LLC. Such persons and entities disclaim beneficial ownership of shares held by RT Kendall, LLC except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
( 3)  Shares held directly by RT Kingdom, LLC. RTLC Management, LLC (the sole member of RTLC Management IV, LLC, which is the manager of RT Kingdom, LLC), and John Giampetroni and Suhail Rizvi (the managers of RTLC Management, LLC) have sole voting and shared investment power over the securities held by RT Kingdom, LLC. Such persons and entities disclaim beneficial ownership of shares held by RT Kingdom, LLC except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
( 4)  Shares held directly by RT Morningside, LLC. RTLC Management, LLC (the manager of RT Morningside, LLC), and John Giampetroni and Suhail Rizvi (the managers of RTLC Management, LLC) have sole voting and shared investment power over the securities held by RT Morningside, LLC. Such persons and entities disclaim beneficial ownership of shares held by RT Morningside, LLC except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
( 5)  Shares held directly by RT Spartan III, LLC. RTLC Management, LLC (the sole member of RTLC Management VI, LLC, which is the manager of RT Spartan III, LLC), and John Giampetroni and Suhail Rizvi (the managers of RTLC Management, LLC) have sole voting and shared investment power over the securities held by RT Spartan III, LLC. Such persons and entities disclaim beneficial ownership of shares held by RT Spartan III, LLC except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

Remarks:
This report is filed as one of three to report related transactions for the following filers: RTLC Management, LLC; John Giampetroni; Suhail Rizvi; Compliance Matter Services, LLC; Institutional Associates Fund, LLC; Institutional Associates Fund II, LLC; RT-FF SM, LLC; RT-FF SM II, LLC; RT Morningside, LLC; RT Morningside II, LLC; RT EA, LLC; RT Kendall, LLC; RT Kingdom, LLC; RT Spartan III, LLC; RT Treetops, LLC; RTLC Management III, LLC; RTLC Management IV, LLC; RTLC Management V, LLC; RTLC Management VI, LLC; and IAF Manager, LLC. In prior filings for the issuer, certain individual managers of RTLC Management, LLC, RT Kendall, LLC, RT Kingdom, LLC, RT Morningside, LLC and RT Spartan III, LLC were included as reporting persons. These individuals are not beneficial owners of shares amounting to 10% or more of the issuer and are therefore not required to report on this or future filings.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
RTLC Management, LLC
260 EAST BROWN STREET
SUITE 380
BIRMINGHAM, MI 48009

X

Giampetroni John
260 EAST BROWN STREET
SUITE 380
BIRMINGHAM, MI 48009

X

RIZVI SUHAIL
1003 LAKE AVE
GREENWICH, CT 06831

X

RT Kendall, LLC
260 EAST BROWN STREET
SUITE 380
BIRMINGHAM, MI 48009

X

RT Kingdom, LLC
575 MADISON AVENUE
7TH FLOOR
NEW YORK, NY 10022

X

RTLC Management IV, LLC
575 MADISON AVENUE
7TH FLOOR
NEW YORK, NY 10022

X

RT Morningside, LLC
260 E. BROWN STREET
SUITE 380
BIRMINGHAM, MI 48009

X

RT Spartan III, LLC
260 EAST BROWN STREET
SUITE 380
BIRMINGHAM, MI 48009

X

RTLC Management VI, LLC
260 EAST BROWN STREET
SUITE 380
BIRMINGHAM, MI 48009

X


Signatures
/s/ Viqar Shariff, Vice President, RTLC Management, LLC 5/8/2014
** Signature of Reporting Person Date

/s/ John Giampetroni 5/8/2014
** Signature of Reporting Person Date

/s/ Suhail Rizvi 5/8/2014
** Signature of Reporting Person Date

/s/ Viqar Shariff, Vice President of RTLC Management, LLC, the Manager of RT Kendall, LLC 5/8/2014
** Signature of Reporting Person Date

/s/ Viqar Shariff, Vice President of RTLC Management, LLC, the Sole Member of RTLC Management IV, LLC 5/8/2014
** Signature of Reporting Person Date

/s/ Viqar Shariff, Vice President of RTLC Management, LLC, the Sole Member of RTLC Management IV, LLC, the Manager of RT Kingdom, LLC 5/8/2014
** Signature of Reporting Person Date

/s/ Viqar Shariff, Vice President of RTLC Management, LLC, the Manager of RT Morningside, LLC 5/8/2014
** Signature of Reporting Person Date

/s/ Viqar Shariff, Vice President of RTLC Management, LLC, the Sole Member of RTLC Management VI, LLC 5/8/2014
** Signature of Reporting Person Date

/s/ Viqar Shariff, Vice President of RTLC Management, LLC, the Sole Member of RTLC Management VI, LLC, the Manager of RT Spartan III, LLC 5/8/2014
** 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.
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