Twitter, Inc.
TWITTER, INC. (Form: 4, Received: 11/13/2013 17:43:50)
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 *

J.P. Morgan Investment Management Inc.
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)

270 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

11/13/2013
(Street)

NEW YORK, NY 10017
(City)        (State)        (Zip)
4. 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 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   11/12/2013   (1)   C    18320186   A   (1) 24972312   I   See footnote   (7)
Common Stock   11/12/2013   (1)   C    11755   A   (1) 5006119   I   See footnote   (8)
Common Stock   11/12/2013   (2)   C    315164   A   (2) 5321283   I   See footnote   (8)
Common Stock   11/12/2013   (3)   C    2812757   A   (3) 27785069   I   See footnote   (7)
Common Stock   11/12/2013   (3)   C    393672   A   (3) 5714955   I   See footnote   (8)
Common Stock   11/12/2013   (4)   C    944459   A   (4) 28729528   I   See footnote   (7)
Common Stock   11/12/2013   (4)   C    1734738   A   (4) 7449693   I   See footnote   (8)
Common Stock   11/12/2013   (5)   C    3435699   A   (5) 32165227   I   See footnote   (7)
Common Stock   11/12/2013   (5)   C    1001832   A   (5) 8451525   I   See footnote   (8)
Common Stock   11/12/2013   (6)   C    8233068   A   (6) 16684593   I   See footnote   (8)

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
Series A Preferred Stock     (1) 11/12/2013   (1)   C         18320186      (1)   (1) Common Stock   18320186   $0   0   I   See footnote   (7)
Series A Preferred Stock     (1) 11/12/2013   (1)   C         11755      (1)   (1) Common Stock   11755   $0   0   I   See footnote   (8)
Series B Preferred Stock     (2) 11/12/2013   (2)   C         315164      (2)   (2) Common Stock   315164   $0   0   I   See footnote   (8)
Series C Preferred Stock     (3) 11/12/2013   (3)   C         2812757      (3)   (3) Common Stock   2812757   $0   0   I   See footnote   (7)
Series C Preferred Stock     (3) 11/12/2013   (3)   C         393672      (3)   (3) Common Stock   393672   $0   0   I   See footnote   (8)
Series D Preferred Stock     (4) 11/12/2013   (4)   C         944459      (4)   (4) Common Stock   944459   $0   0   I   See footnote   (7)
Series D Preferred Stock     (4) 11/12/2013   (4)   C         1734738      (4)   (4) Common Stock   1734738   $0   0   I   See footnote   (8)
Series E Preferred Stock     (5) 11/12/2013   (5)   C         3435699      (5)   (5) Common Stock   3435699   $0   0   I   See footnote   (7)
Series E Preferred Stock     (5) 11/12/2013   (5)   C         1001832      (5)   (5) Common Stock   1001832   $0   0   I   See footnote   (8)
Series G-1 Preferred Stock     (6) 11/12/2013   (6)   C         8233068      (6)   (6) Common Stock   8233068   $0   0   I   See footnote   (8)

Explanation of Responses:
( 1)  Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series A preferred stock were automatically converted on a one-for-one basis to shares of common stock of the Issuer. The Series A preferred stock had no expiration date.
( 2)  Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series B preferred stock were automatically converted on a one-for-one basis to shares of common stock of the Issuer. The Series B preferred stock had no expiration date.
( 3)  Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series C preferred stock were automatically converted on a one-for-one basis to shares of common stock of the Issuer. The Series C preferred stock had no expiration date.
( 4)  Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series D preferred stock were automatically converted on a one-for-one basis to shares of common stock of the Issuer. The Series D preferred stock had no expiration date.
( 5)  Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series E preferred stock were automatically converted on a one-for-one basis to shares of common stock of the Issuer. The Series E preferred stock had no expiration date.
( 6)  Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series G-1 preferred stock were automatically converted on a one-for-one basis to shares of common stock of the Issuer. The Series G-1 preferred stock had no expiration date.
( 7)  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.
( 8)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
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 11/13/2013
** Signature of Reporting Person Date


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