Twitter - Initial Statement of Beneficial Ownership

TWITTER, INC. (Form: 3, Received: 11/06/2013 19:49:30)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	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 ^*

J.P. Morgan Investment Management Inc.

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)

270 PARK AVENUE

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

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

(Street)

NEW YORK, NY 10017

(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	6652126	I	See footnote ⁽¹⁾
Common Stock	4994364	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)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	18320186	⁽³⁾	I	See footnote ⁽⁴⁾
Series A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	11755	⁽³⁾	I	See footnote ⁽⁵⁾
Series B Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	315164	⁽⁶⁾	I	See footnote ⁽⁷⁾
Series C Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	2812757	⁽⁸⁾	I	See footnote ⁽⁹⁾
Series C Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	393672	⁽⁸⁾	I	See footnote ⁽¹⁰⁾
Series D Preferred Stock	⁽¹¹⁾	⁽¹¹⁾	Common Stock	944459	⁽¹¹⁾	I	See footnote ⁽¹²⁾
Series D Preferred Stock	⁽¹¹⁾	⁽¹¹⁾	Common Stock	1734738	⁽¹¹⁾	I	See footnote ⁽¹³⁾
Series E Preferred Stock	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	3435699	⁽¹⁴⁾	I	See footnote ⁽¹⁵⁾
Series E Preferred Stock	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	1001832	⁽¹⁴⁾	I	See footnote ⁽¹⁶⁾
Series G-1 Preferred Stock	⁽¹⁷⁾	⁽¹⁷⁾	Common Stock	8233068	⁽¹⁷⁾	I	See footnote ⁽¹⁸⁾

Explanation of Responses:
( 1)	Represents shares of common stock held by Institutional Associates Fund, LLC ("IAF"). J.P. Morgan Investment Management Inc. ("JPMIM") serves as investment advisor to J.P. Morgan Digital Growth Fund L.P. ("DGF"), which is the majority member of RTLC, LLC, a member-managed limited liability company. In order to make certain dispositions of its securities, IAF is required to obtain the consent of RTLC, LLC. JPMIM disclaims beneficial ownership of the shares held by IAF and disclaims pecuniary interest in such shares except to the extent of its economic interest.
( 2)	Represents shares of common stock held by RTLC II, LLC, a member-managed limited liability company. JPMIM serves as investment advisor to DGF, which is the majority member of RTLC II, LLC. JPMIM disclaims beneficial ownership of the shares held by RTLC II, LLC and disclaims pecuniary interest in such shares except to the extent of its economic interest.
( 3)	The Series A preferred stock is convertible into common stock on a one-for-one basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series A preferred stock will automatically convert into shares of common stock of the Issuer.
( 4)	Represents shares of Series A preferred stock held by IAF. JPMIM serves as investment advisor to DGF, which is the majority member of RTLC, LLC, a member-managed limited liability company. In order to make certain dispositions of its securities, IAF is required to obtain the consent of RTLC, LLC. JPMIM disclaims beneficial ownership of the shares held by IAF and disclaims pecuniary interest in such shares except to the extent of its economic interest.
( 5)	Represents shares of Series A preferred stock held by RTLC II, LLC, a member-managed limited liability company. JPMIM serves as investment advisor to DGF, which is the majority member of RTLC II, LLC. JPMIM disclaims beneficial ownership of the shares held by RTLC II, LLC and disclaims pecuniary interest in such shares except to the extent of its economic interest.
( 6)	The Series B preferred stock is convertible into common stock on a one-for-one basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series B preferred stock will automatically convert into shares of common stock of the Issuer.
( 7)	Represents shares of Series B preferred stock held by RTLC II, LLC, a member-managed limited liability company. JPMIM serves as investment advisor to DGF, which is the majority member of RTLC II, LLC. JPMIM disclaims beneficial ownership of the shares held by RTLC II, LLC and disclaims pecuniary interest in such shares except to the extent of its economic interest.
( 8)	The Series C preferred stock is convertible into common stock on a one-for-one basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series C preferred stock will automatically convert into shares of common stock of the Issuer.
( 9)	Represents shares of Series C preferred stock held by IAF. JPMIM serves as investment advisor to DGF, which is the majority member of RTLC, LLC, a member-managed limited liability company. In order to make certain dispositions of its securities, IAF is required to obtain the consent of RTLC, LLC. JPMIM disclaims beneficial ownership of the shares held by IAF and disclaims pecuniary interest in such shares except to the extent of its economic interest.
( 10)	Represents shares of Series C preferred stock held by RTLC II, LLC, a member-managed limited liability company. JPMIM serves as investment advisor to DGF, which is the majority member of RTLC II, LLC. JPMIM disclaims beneficial ownership of the shares held by RTLC II, LLC and disclaims pecuniary interest in such shares except to the extent of its economic interest.
( 11)	The Series D preferred stock is convertible into common stock on a one-for-one basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series D preferred stock will automatically convert into shares of common stock of the Issuer.
( 12)	Represents shares of Series D preferred stock held by IAF. JPMIM serves as investment advisor to DGF, which is the majority member of RTLC, LLC, a member-managed limited liability company. In order to make certain dispositions of its securities, IAF is required to obtain the consent of RTLC, LLC. JPMIM disclaims beneficial ownership of the shares held by IAF and disclaims pecuniary interest in such shares except to the extent of its economic interest.
( 13)	Represents shares of Series D preferred stock held by RTLC II, LLC, a member-managed limited liability company. JPMIM serves as investment advisor to DGF, which is the majority member of RTLC II, LLC. JPMIM disclaims beneficial ownership of the shares held by RTLC II, LLC and disclaims pecuniary interest in such shares except to the extent of its economic interest.
( 14)	The Series E preferred stock is convertible into common stock on a one-for-one basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series E preferred stock will automatically convert into shares of common stock of the Issuer.
( 15)	Represents shares of Series E preferred stock held by IAF. JPMIM serves as investment advisor to DGF, which is the majority member of RTLC, LLC, a member-managed limited liability company. In order to make certain dispositions of its securities, IAF is required to obtain the consent of RTLC, LLC. JPMIM disclaims beneficial ownership of the shares held by IAF and disclaims pecuniary interest in such shares except to the extent of its economic interest.
( 16)	Represents shares of Series E preferred stock held by RTLC II, LLC, a member-managed limited liability company. JPMIM serves as investment advisor to DGF, which is the majority member of RTLC II, LLC. JPMIM disclaims beneficial ownership of the shares held by RTLC II, LLC and disclaims pecuniary interest in such shares except to the extent of its economic interest.
( 17)	The Series G-1 preferred stock is convertible into common stock on a one-for-one basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series G-1 preferred stock will automatically convert into shares of common stock of the Issuer.
( 18)	Represents shares of Series G-1 preferred stock held by RTLC II, LLC, a member-managed limited liability company. JPMIM serves as investment advisor to DGF, which is the majority member of RTLC II, LLC. JPMIM disclaims beneficial ownership of the shares held by RTLC II, LLC and disclaims pecuniary interest in such shares except to the extent of its economic interest.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
J.P. Morgan Investment Management Inc. 270 PARK AVENUE NEW YORK, NY 10017		X

Signatures
/s/ Tyler Jayroe J.P. Morgan Investment Management Inc. By: Tyler Jayroe, Executive Director		11/6/2013
^** Signature of Reporting Person		Date

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