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

RTLC II, LLC
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)
Code V Amount (A) or (D) Price
Common Stock   11/12/2013   (1)   C    11755   A   (1) 5006119   D    
Common Stock   11/12/2013   (2)   C    315164   A   (2) 5321283   D    
Common Stock   11/12/2013   (3)   C    393672   A   (3) 5714955   D    
Common Stock   11/12/2013   (4)   C    1734738   A   (4) 7449693   D    
Common Stock   11/12/2013   (5)   C    1001832   A   (5) 8451525   D    
Common Stock   11/12/2013   (6)   C    8233068   A   (6) 16684593   D    

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         11755      (1)   (1) Common Stock   11755   $0   0   D    
Series B Preferred Stock     (2) 11/12/2013   (2)   C         315164      (2)   (2) Common Stock   315164   $0   0   D    
Series C Preferred Stock     (3) 11/12/2013   (3)   C         393672      (3)   (3) Common Stock   393672   $0   0   D    
Series D Preferred Stock     (4) 11/12/2013   (4)   C         1734738      (4)   (4) Common Stock   1734738   $0   0   D    
Series E Preferred Stock     (5) 11/12/2013   (5)   C         1001832      (5)   (5) Common Stock   1001832   $0   0   D    
Series G-1 Preferred Stock     (6) 11/12/2013   (6)   C         8233068      (6)   (6) Common Stock   8233068   $0   0   D    

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
RTLC II, LLC
C/O JP MORGAN INVESTMENT MANAGEMENT INC.
270 PARK AVENUE
NEW YORK, NY 10017

X


Signatures
/s/ Tyler Jayroe, RTLC II, LLC, By: J.P. Morgan Investment Management Inc., By: Tyler Jayroe, Executive Director 11/13/2013
** 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 4(b)(v).
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