Twitter, Inc.
TWITTER, INC. (Form: 3, Received: 11/06/2013 19:44:44)
FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

FENTON PETER H

2. Date of Event Requiring Statement (MM/DD/YYYY)
11/6/2013 

3. Issuer Name and Ticker or Trading Symbol

TWITTER, INC. [TWTR]

(Last)        (First)        (Middle)

2480 SAND HILL ROAD, SUITE 200

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

(Street)

MENLO PARK, CA 94025       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   108000   I   See footnote   (1)
Common Stock   1688   I   See footnote   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Convertible Preferred Stock     (3)   (3) Common Stock   291960     (3) I   See footnote   (1)
Series D Convertible Preferred Stock     (3)   (3) Common Stock   29233720     (3) I   See footnote   (1)
Series E Convertible Preferred Stock     (3)   (3) Common Stock   750828     (3) I   See footnote   (1)
Series F Convertible Preferred Stock     (3)   (3) Common Stock   1192544     (3) I   See footnote   (1)

Explanation of Responses:
( 1)  The shares are held of record by Benchmark Capital Partners VI, L.P. ("BCP VI"), for itself and as nominee for Benchmark Founders' Fund VI, L.P. ("BFF VI"), Benchmark Founders' Fund VI-B, L.P. ("BFF IV-B") and related individuals. Benchmark Capital Management Co. VI, L.L.C., the general partner of each of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole voting and investment power over the reported shares of the Issuer's stock held by such funds.
( 2)  The shares held of record by the Fenton Family Trust, for which the Reporting Person and his spouse serve as trustees.
( 3)  Each share of the Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock and Series F Convertible Preferred Stock shall automatically convert into Common Stock on a one-for-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

Remarks:
Alexandre Balkanski, Matthew R. Cohler, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert Kagle, Mitchell H. Lasky and Steven M. Spurlock are the managing members of Benchmark Capital Management Co. VI, L.L.C., which serves as general partner to Benchmark Capital Partners VI, L.P., Benchmark Founders' Fund VI, L.P. and Benchmark Founders' Fund VI-B, L.P., and may be deemed to share voting and investment power over the shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities) other than any securities being reported herein as being directly owned by such person or entity.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FENTON PETER H
2480 SAND HILL ROAD
SUITE 200
MENLO PARK, CA 94025
X



Signatures
/s/ Steven M. Spurlock, by power of attorney for Peter H. Fenton 11/6/2013
** 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 5(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).
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