Twitter, Inc.
TWITTER, INC. (Form: SC 13G, Received: 02/14/2014 13:49:50)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Twitter, Inc.

(Name of Issuer)

Common Stock, par value $0.000005 per share

(Title of Class of Securities)

90184L 102

(CUSIP Number)

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 90184L 102  

 

  1.    

Names of Reporting Persons

 

J.P. Morgan Investment Management Inc.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)   ¨         (b)   x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.     

Sole Voting Power

 

704,140

   6.   

Shared Voting Power

 

16,684,593

   7.   

Sole Dispositive Power

 

708,040

   8.   

Shared Dispositive Power

 

48,849,820

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

49,557,860

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

9.1%

12.  

Type of Reporting Person (See Instructions)

 

IA

 


CUSIP No. 90184L 102  

 

  1.    

Names of Reporting Persons

 

J.P. Morgan Digital Growth Fund L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)   ¨         (b)   x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.     

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

16,684,593

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

48,849,820

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

48,849,820

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

9.0%

12.  

Type of Reporting Person (See Instructions)

 

PN

 


CUSIP No. 90184L 102  

 

  1.    

Names of Reporting Persons

 

RTLC, LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)   ¨         (b)   x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.     

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

32,165,227

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

32,165,227

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

5.9%

12.  

Type of Reporting Person (See Instructions)

 

OO

 


CUSIP No. 90184L 102  

 

  1.    

Names of Reporting Persons

 

RTLC II, LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)   ¨         (b)   x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.     

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

16,684,593

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

16,684,593

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

16,684,593

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

3.1%

12.  

Type of Reporting Person (See Instructions)

 

OO

 


CUSIP No. 90184L 102  

 

  1.    

Names of Reporting Persons

 

JPMorgan Chase Bank, National Association

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)   ¨         (b)   x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.     

Sole Voting Power

 

75,821

   6.   

Shared Voting Power

 

24,600

   7.   

Sole Dispositive Power

 

77,224

   8.   

Shared Dispositive Power

 

24,935

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

102,159

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

<0.1%

12.  

Type of Reporting Person (See Instructions)

 

BK

 


Item 1.
  (a)   

Name of Issuer:

Twitter, Inc.

  (b)   

Address of Issuer’s Principal Executive Offices:

1355 Market Street, Suite 900

San Francisco, California 94103

Item 2.
  (a)   

Name of Person Filing:

 

This statement is filed by J.P. Morgan Investment Management Inc. (“JPMIM”); J.P. Morgan Digital Growth Fund L.P. (“DGF”); RTLC, LLC (“RTLC”); RTLC II, LLC (“RTLC II”); and JPMorgan Chase Bank, National Association (“JPMCB,” and together with JPMIM, DGF, RTLC and RTLC II, the “Reporting Persons”).

 

Attached as Exhibit 99.1 hereto, which is incorporated by reference herein, is an agreement between JPMIM, DGF, RTLC, RTLC II and JPMCB that this Schedule 13G is filed on behalf of each of them.

  (b)   

Address of Principal Business Office or, if none, Residence:

 

For each Reporting Person:

 

270 Park Avenue

New York, New York 10017

  (c)   

Citizenship:

 

For each Reporting Persons other than JPMCB, Delaware.

 

For JPMCB, United States of America

  (d)   

Title of Class of Securities:

 

Common Stock, par value $0.000005 per share

  (e)   

CUSIP Number:

 

90184L 102

Item 3.   If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  Not Applicable.
Item 4.   Ownership
  1.    J.P. Morgan Investment Management Inc.
        

(a) Amount beneficially owned: 49,557,860 (1)

(b) Percent of class: 9.1% (2)

(c)(i) Sole power to vote or to direct the vote: 704,140 (3)


        

(c)(ii) Shared power to vote or to direct the vote: 16,684,593 (4)

(c)(iii) Sole power to dispose or to direct the disposition of: 708,040 (3)

(c)(iv) Shared power to dispose or to direct the disposition of: 48,849,820 (5)

  2.    J.P. Morgan Digital Growth Fund L.P.
    

(a) Amount beneficially owned: 48,849,820 (5)

(b) Percent of class: 9.0% (2)

(c)(i) Sole power to vote or to direct the vote: 0

(c)(ii) Shared power to vote or to direct the vote: 16,684,593 (4)

(c)(iii) Sole power to dispose or to direct the disposition of: 0

(c)(iv) Shared power to dispose or to direct the disposition of: 48,849,820 (5)

  3.    RTLC, LLC
    

(a) Amount beneficially owned: 32,165,227 (6)

(b) Percent of class: 5.9% (2)

(c)(i) Sole power to vote or to direct the vote: 0

(c)(ii) Shared power to vote or to direct the vote: 0

(c)(iii) Sole power to dispose or to direct the disposition of: 0

(c)(iv) Shared power to dispose or to direct the disposition of: 32,165,227 (6)

  4.    RTLC II, LLC
    

(a) Amount beneficially owned: 16,684,593

(b) Percent of class: 3.1% (2)

(c)(i) Sole power to vote or to direct the vote: 0

(c)(ii) Shared power to vote or to direct the vote: 16,684,593

(c)(iii) Sole power to dispose or to direct the disposition of: 0

(c)(iv) Shared power to dispose or to direct the disposition of: 16,684,593

  5.    JPMorgan Chase Bank, National Association
    

(a) Amount beneficially owned: 102,159 (7)

(b) Percent of class: <0.1% (2)

(c)(i) Sole power to vote or to direct the vote: 75,821 (7)

(c)(ii) Shared power to vote or to direct the vote: 24,600 (7)

(c)(iii) Sole power to dispose or to direct the disposition of: 77,224 (7)

(c)(iv) Shared power to dispose or to direct the disposition of: 24,935 (7)

 

(1)

Consists of (i) 32,165,227 shares of common stock held by Institutional Associates Fund, LLC (“IAF”); (ii) 16,684,593 shares of common stock held by RTLC II and (iii) 708,040 shares of common stock held by client accounts, to which JPMIM serves as investment advisor. JPMIM serves as investment advisor to DGF, which is


  the majority member of each of RTLC and RTLC II, each a member-managed limited liability company. In order to make certain dispositions of its securities, IAF is required to obtain the consent of RTLC. JPMIM disclaims beneficial ownership of the shares held by IAF.
(2) Percentage amount is based on 544,696,816 shares of common stock outstanding immediately after the completion of the Issuer’s initial public offering, as indicated by the Issuer’s prospectus filed pursuant to Rule 424(b)(4) filed with the Securities and Exchange Commission on November 7, 2013.
(3) Consists of shares of common stock held by client accounts, to which JPMIM serves as investment advisor.
(4) Consists of shares of common stock held by RTLC II. DGF is the majority member of RTLC II, a member-managed limited liability company. JPMIM serves as investment advisor to DGF.
(5) Consists of (i) 32,165,227 shares of common stock held by IAF and (ii) 16,684,593 shares of common stock held by RTLC II. JPMIM serves as investment advisor to DGF, which is the majority member of each of RTLC and RTLC II, each a member-managed limited liability company. In order to make certain dispositions of its securities, IAF is required to obtain the consent of RTLC. Each of JPMIM and DGF disclaims beneficial ownership of the shares held by IAF.
(6) Consists of shares of common stock held by IAF. In order to make certain dispositions of its securities, IAF is required to obtain the consent of RTLC. RTLC disclaims beneficial ownership of the shares held by IAF.
(7) Consists of shares of common stock held by client accounts, to which JPMCB serves as investment advisor.

 

Item 5.   Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ¨ .
Item 6.   Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7.   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable.
Item 8.      Identification and Classification of Members of the Group
Not applicable.
Item 9.      Notice of Dissolution of Group
Not applicable.
Item 10.      Certification
Not applicable.


Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated February 14, 2014

 

J.P. MORGAN INVESTMENT MANAGEMENT INC.
By:  

/s/ Tyler Jayroe

Name:   Tyler Jayroe
Title:     Executive Director
J.P. MORGAN DIGITAL GROWTH FUND L.P.

By: J.P. Morgan Investment Management Inc.,

its investment advisor

By:  

/s/ Tyler Jayroe

Name:   Tyler Jayroe
Title:     Executive Director
RTLC, LLC
By: J.P. Morgan Digital Growth Fund L.P., authorized person

By: J.P. Morgan Investment Management Inc.,

its investment advisor

By:  

/s/ Tyler Jayroe

Name:   Tyler Jayroe
Title:     Executive Director
RTLC II, LLC
By: J.P. Morgan Digital Growth Fund L.P., authorized person

By: J.P. Morgan Investment Management Inc.,

its investment advisor

By:  

/s/ Tyler Jayroe

Name:   Tyler Jayroe
Title:     Executive Director
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
By:  

/s/ Steven J. Bower

Name:   Steven J. Bower
Title:   Executive Director


Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. Nothing herein shall be deemed to be an admission that the parties hereto, or any of them, are members of a “group” (within the meaning of Section 13(d) of the Act and the rules promulgated thereunder) with respect to any securities of Twitter, Inc.

Dated February 14, 2014

 

J.P. MORGAN INVESTMENT MANAGEMENT INC.     RTLC II, LLC
      By: J.P. Morgan Digital Growth Fund L.P., authorized person
By:  

/s/ Tyler Jayroe

   

By: J.P. Morgan Investment Management Inc.,

its investment advisor

Name:   Tyler Jayroe    
Title:   Executive Director      
J.P. MORGAN DIGITAL GROWTH FUND L.P.     By:  

/s/ Tyler Jayroe

      Name:   Tyler Jayroe

By: J.P. Morgan Investment Management Inc.,

its investment advisor

    Title:   Executive Director
     
      JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
By:  

/s/ Tyler Jayroe

     
Name:   Tyler Jayroe      
Title:   Executive Director    
      By:  

/s/ Steven J. Bower

RTLC, LLC     Name:   Steven J. Bower
    Title:   Executive Director
By: J.P. Morgan Digital Growth Fund L.P., authorized person      

By: J.P. Morgan Investment Management Inc.,

its investment advisor

     
By:  

/s/ Tyler Jayroe

     
Name:   Tyler Jayroe      
Title:   Executive Director