Twitter, Inc.
TWITTER, INC. (Form: 4, Received: 08/13/2014 21:34:24)
FORM 4
[ ] 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 *

FENTON PETER H
2. Issuer Name and Ticker or Trading Symbol

TWITTER, INC. [ TWTR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

2965 WOODSIDE ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

8/11/2014
(Street)

WOODSIDE, CA 94062
(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   8/11/2014     S    35622   D $43.3777   (7) 0   I   Reporting Person received none of the proceeds from this sale.   (6)
Common Stock                  21715504   I   See footnote   (1)
Common Stock                  1358115   I   See footnote   (2)
Common Stock                  891334   I   See footnote   (3)
Common Stock                  208685   I   See footnote   (5)
Common Stock                  26299877   I   See footnote   (4)

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

Explanation of Responses:
( 1)  Shares are owned directly by Benchmark Capital Partners VI, L.P. ("BCP VI").
( 2)  Shares are owned directly by Benchmark Founders' Fund VI, L.P. ("BFF VI").
( 3)  Shares are owned directly by Benchmark Founders' Fund VI-B, L.P. ("BFF VI-B").
( 4)  Benchmark Capital Management Co. VI, L.L.C. ("BCMC VI"), the general partner of each of BCP VI, BFF VI and BFF VI-B, may be deemed to have the sole voting and dispositive power over the 26,299,877 shares of the Issuer's Common Stock held by BCP VI and its affiliated funds and associated persons (the "Benchmark VI Funds"). BCMC VI and each of its managing members disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BCMC VI and its managing members are the beneficial owner of these shares for purposes of Section 16 or any other purpose.
( 5)  Shares are owned directly by the Fenton Family Trust.
( 6)  Shares are owned directly by Benchmark Capital Holdings Co., L.L.C., which serves as the Benchmark VI Funds' management company and is under common control with BCMC VI. The Reporting Person received none of the proceeds from this sale.
( 7)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.29 to $43.468, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:
Peter H. Fenton is a managing member of BCMC VI, which serves as the general partner of the Benchmark VI Funds. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities except to the extent of the Reporting Person's pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FENTON PETER H
2965 WOODSIDE ROAD
WOODSIDE, CA 94062
X



Signatures
/s/ Steven M. Spurlock, by power of attorney for Peter H. Fenton 8/13/2014
** 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 4(b)(v).
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