Twitter, Inc.
TWITTER, INC. (Form: 4, Received: 05/08/2014 17:22:23)
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)    294118   D $0   0   I   See footnote   (2)
Common Stock   5/6/2014     J (1)    232643   D $0   0   I   See footnote   (3)
Common Stock   5/6/2014     J (1)    300000   D $0   0   I   See footnote   (4)
Common Stock   5/6/2014     J (1)    1000000   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-FF SM II, LLC, RT-FF SM, LLC, RT Morningside II, LLC and RT EA, LLC to their respective members without consideration.
( 2)  Shares held directly by RT-FF SM II, LLC. RTLC Management, LLC (the manager of RT-FF SM II, LLC), and John Giampetroni and Suhail Rizvi (the managers of RTLC Management, LLC) have sole voting and investment power over the securities held by RT-FF SM II, LLC. Such persons and entities disclaim beneficial ownership of shares held by RT-FF SM II, 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-FF SM, LLC. RTLC Management, LLC (the manager of RT-FF SM, LLC), and John Giampetroni and Suhail Rizvi (the managers of RTLC Management, LLC) have sole voting and investment power over the securities held by RT-FF SM, LLC. Such persons and entities disclaim beneficial ownership of shares held by RT-FF SM, 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 II, LLC. RTLC Management, LLC (the manager of RTLC Management III, LLC, which is the manager of RT Morningside II, 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 II, LLC. Such persons and entities disclaim beneficial ownership of shares held by RT Morningside II, 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 EA, LLC. RTLC Management, LLC (the manager of RTLC Management III, LLC, which is the manager of RT EA, LLC), and John Giampetroni and Suhail Rizvi (the managers of RTLC Management, LLC) have sole voting and investment power over the securities held by RT EA, LLC. Such persons and entities disclaim beneficial ownership of shares held by RT EA, 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-FF SM II, LLC, RT-FF SM, LLC, RT Morningside II, LLC and RT EA, 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
260 EAST BROWN STREET, SUITE 380
BIRMINGHAM, MI 48009

X

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

X

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

X

RT-FF SM II, LLC
260 EAST BROWN STREET, SUITE 380
BIRMINGHAM, MI 48009

X

RT-FF SM, LLC
260 EAST BROWN STREET, SUITE 380
BIRMINGHAM, MI 48009

X

RT Morningside II 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-FF SM II, LLC 5/8/2014
** Signature of Reporting Person Date

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

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

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

/s/ Viqar Shariff, Vice President of RTLC Management, LLC, the Manager of RTLC Management III, LLC, the Manager of RT EA, 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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