Twitter, Inc.
TWITTER, INC. (Form: 3/A, Received: 06/04/2014 21:58:32)
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 *

Roetter Alexander

2. Date of Event Requiring Statement (MM/DD/YYYY)
6/4/2014 

3. Issuer Name and Ticker or Trading Symbol

TWITTER, INC. [TWTR]

(Last)        (First)        (Middle)

1355 MARKET STREET, SUITE 900

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
VP, Engineering /

(Street)

SAN FRANCISCO, CA 94103       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

6/4/2014 

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   811493   (1) (2) D    

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
Employee Stock Option (right to buy)     (3) 11/22/2020   Common Stock   3907   $0   D    

Explanation of Responses:
( 1)  Of the reported shares (i) 77,083 shares are represented by restricted stock units (RSUs) which first vested on 2/19/14, and 4,167 vested on 4/1/14, the remaining 18,750 shares vest quarterly from 7/1/14 through 1/1/15, (ii) 22,916 shares are represented by RSUs which first vested on 2/19/14, and 2,084 vested on 1/1/14, the remaining 50,000 vest quarterly from 6/1/14 through 3/1/16, (iii) 17,708
( 2)  (Continued from footnote 1) shares are represented by RSUs which first vested on 3/1/2014, the remaining 168,750 vest quarterly through 3/1/17, (v) 500,000 are represented by RSUs pursuant to which 29% of the shares subject to the RSUs vest on 8/1/14, an additional 5% of the shares subject to the RSUs vest quarterly beginning on 9/1/14 through 8/1/15 and an additional 7.5% of the shares subject to the RSUs vest quarterly beginning on 9/1/15 - 8/1/17.
( 3)  An option to purchase 150,000 shares was granted on November 23, 2010 and was exercised in part prior to the date on which the Reporting Person became subject to Section 16. One-fourth of the shares subject to the option vested on October 4, 2011 and on forty-eighth of the shares vest monthly thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Roetter Alexander
1355 MARKET STREET, SUITE 900
SAN FRANCISCO, CA 94103


VP, Engineering

Signatures
/s/ Sean Edgett, Attorney-in-Fact 6/4/2014
** 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).
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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 29th day of May 2014.

Signature: /s/ Alexander Roetter
           ----------------------
Print Name: Alexander Roetter