Twitter - Initial Statement of Beneficial Ownership

TWITTER, INC. (Form: 3, Received: 06/04/2014 19:21:01)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	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
_____ 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. 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⁾	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)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy	⁽²⁾	11/22/2020	Common Stock	3907	$1.83	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 shares are represented by RSUs which first vested on 2/19/14, and 1,042 vested on 3/1/14, the remaining 31,250 vest quarterly from 6/1/14 through 9/1/16, (iv) 56,520 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.
( 2)	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
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Roetter Alexander 1355 MARKET STREET, SUITE 900 SAN FRANCISCO, CA 94103			VP, Engineering

Signatures
Sean Edgett		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).
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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