Twitter, Inc.
TWITTER, INC. (Form: 3, Received: 11/06/2013 19:47:48)
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 *

Williams Evan Clark

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)

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

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

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

(Street)

SAN FRANCISCO, CA 94103       

(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   38792   D    
Common Stock   7024657   I   See footnote   (1)
Common Stock   19314   I   See footnote   (2)
Common Stock   607058   I   See footnote   (3)

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 A Convertible Preferred Stock     (4)   (4) Common Stock   44266994     (4) I   See footnote   (5)
Series B Convertible Preferred Stock     (4)   (4) Common Stock   3175010     (4) D    
Series B Convertible Preferred Stock     (4)   (4) Common Stock   564058     (4) I   See footnote   (6)

Explanation of Responses:
( 1)  The shares are held of record by the Williams 2010 Qualified Annuity Trust 5, for which the Reporting Person's spouse serves as trustee.
( 2)  The shares are held of record by the Reporting Person's spouse.
( 3)  The shares 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.
( 4)  Each share of the Series A Convertible Preferred Stock and Series B 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.
( 5)  The shares are held of record by Obvious, LLC, for which the Reporting Person serves as the sole member.
( 6)  The shares are held of record by Green Monster Trust dated November 7, 2012, for which the Goldman Sachs Trust Company serves as trustee.

Remarks:
Exhibit 24 - Power of Attorney

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


Signatures
/s/ Sean Edgett, attorney-in-fact 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).
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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                                                                     Exhibit 24



                                POWER OF ATTORNEY

     The undersigned, as a Section 16 reporting person of Twitter, Inc. (the
"Company"), hereby constitutes and appoints each of Mike Gupta, Vijaya Gadde and
Sean Edgett, the undersigned's true and lawful attorney-in-fact to:

     1.   prepare, execute in the undersigned's name and on the undersigned's
          behalf, and submit to the Securities and Exchange Commission (the
          "SEC") a Form ID, including amendments thereto, and any other
          documents necessary or appropriate to obtain EDGAR codes and passwords
          enabling the undersigned to make electronic filings with the SEC of
          reports required by Section 16(a) of the Securities Exchange Act of
          1934 or any rule or regulation of the SEC;

     2.   complete and execute Forms 3, 4 and 5 and other forms and all
          amendments thereto as such attorney-in-fact shall in his discretion
          determine to be required or advisable pursuant to Section 16 of the
          Securities Exchange Act of 1934 (as amended) and the rules and
          regulations promulgated thereunder, or any successor laws and
          regulations, as a consequence of the undersigned's ownership,
          acquisition or disposition of securities of the Company; and

     3.   do all acts necessary in order to file such forms with the SEC, any
          securities exchange or national association, the Company and such
          other person or agency as the attorney-in-fact shall deem appropriate.

     The undersigned hereby ratifies and confirms all that said attorney-in-fact
and agent shall do or cause to be done by virtue hereof. The undersigned
acknowledges that the foregoing attorney-in-fact, in serving in such capacity at
the request of the undersigned, is not assuming, nor is the Company assuming,
any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934 (as amended).

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company and the foregoing attorney-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 31st day of October, 2013.

                                        Signature: /s/ Evan Clark Williams
                                                   -----------------------------

                                        Print Name: Evan Clark Williams
                                                    ----------------------------