Twitter - Statement of Changes of Beneficial Ownership

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TWITTER, INC. (Form: 4, Received: 11/13/2013 17:46:51)

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	OMB APPROVAL OMB Number: 3235-0287 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 Digital Growth Fund L.P.	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) C/O JP MORGAN INVESTMENT MANAGEMENT INC., 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
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 Digital Growth Fund L.P. ("DGF") 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. DGF 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. DGF is the majority member of RTLC II, LLC. DGF 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 Digital Growth Fund L.P. C/O JP MORGAN INVESTMENT MANAGEMENT INC. 270 PARK AVENUE NEW YORK, NY 10017		X

Signatures
/s/ Tyler Jayroe, J.P. Morgan Digital Growth Fund L.P., By: J.P. Morgan Investment Management Inc., By: Tyler Jayroe, Executive Director		11/13/2013
^** Signature of Reporting Person		Date

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