Twitter, Inc.
TWITTER, INC. (Form: 3, Received: 02/03/2016 20:36:56)
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 *

Messinger Adam

2. Date of Event Requiring Statement (MM/DD/YYYY)
1/25/2016 

3. Issuer Name and Ticker or Trading Symbol

TWITTER, INC. [TWTR]

(Last)        (First)        (Middle)

C/O TWITTER, INC., 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)
Chief Technology Officer /

(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   240903   (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) 4/11/2022   Common Stock   37110   $14.4200   D    

Explanation of Responses:
( 1)  Of the reported shares (i) 29,133 shares are represented by restricted stock units (RSUs) which vest on April 1, 2016, (ii) 52,500 shares are represented by RSUs which vest quarterly from February 1, 2016 through August 1, 2017, (iii) 125,000 shares are represented by RSUs pursuant to which 7.7% of the shares subject to the RSUs vest quarterly from October 1, 2016 through October 1, 2019.
( 2)  An option to purchase 155,376 shares was granted on April 12, 2012 and was exercised in part prior to the date on which the Reporting Person became subject to Section 16. Of the outstanding shares, 17,688 are vested and exercisable and the remaining 19,422 vest on April 1, 2016.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Messinger Adam
C/O TWITTER, INC.
1355 MARKET STREET, SUITE 900
SAN FRANCISCO, CA 94103


Chief Technology Officer

Signatures
/s/ Sean Edgett, Attorney-in-Fact 2/3/2016
** 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 2nd day of February 2016.

 

 

Signature:   /s/Adam Messinger               

 

Print Name: Adam Messinger