Twitter, Inc.
TWITTER, INC. (Form: 3, Received: 10/30/2014 16:08:39)
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 *

Weil Kevin

2. Date of Event Requiring Statement (MM/DD/YYYY)
10/30/2014 

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)
Vice President of Product /

(Street)

SAN FRANCISCO, CA 94103       

(City)              (State)              (Zip)
5. 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 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   702461   (1) 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)     (2) 7/6/2019   Common Stock   16000   $0.1989   D    
Employee Stock Option (right to buy)     (3) 7/15/2020   Common Stock   20000   $0.845   D    
Employee Stock Option (right to buy)     (4) 1/25/2021   Common Stock   118238   $2.275   D    
Employee Stock Option (right to buy)     (5) 1/25/2021   Common Stock   540   $2.275   D    

Explanation of Responses:
( 1)  Of the reported shares, 634,625 shares are represented by restricted stock units (RSUs) of which (1) 78,125 shares subject to the RSUs vest quarterly beginning on December 1, 2014 , (2) an additional 384,000 shares subject to the RSUs vest quarterly beginning on November 1, 2014, (3) an additional 112,500 shares subject to the RSUs vest quarterly beginning on November 1, 2014 and (4) an additional 60,000 shares subject to the RSUs vest quarterly beginning on October 1, 2017.
( 2)  An option to purchase 315,000 shares was granted on July 7, 2009 and was exercised in part prior to the date on which the Reporting Person became subject to Section 16. The remaining shares subject to the option are fully vested and exercisable.
( 3)  This option to purchase 20,000 shares was granted on July 16, 2010. The shares subject to the option are fully vested and exercisable.
( 4)  An option to purchase 118,238 shares was granted on January 26, 2011. One-fourth of the shares subject to the option vested on January 26, 2012 and 1/48th of the shares have vested and will vest monthly thereafter.
( 5)  An option to purchase 41,762 shares was granted on January 1, 2011 and was exercised in part prior to the date on which the Reporting Person became subject to Section 16. The remaining shares subject to the option are fully vested and exercisable.

Remarks:
Exhibit 24 - Power of Attorney

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


Vice President of Product

Signatures
/s/ Sean Edgett, attorney-in-fact 10/30/2014
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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                                 POWER OF ATTORNEY


      The undersigned, as a Section 16 reporting person of Twitter, Inc.
(the "Company"), hereby constitutes and appoints each of 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 25th day of October 2014.


Signature: /s/ Kevin Weil
Print Name:  Kevin Weil