Twitter, Inc.
TWITTER, INC. (Form: 4, Received: 11/23/2016 17:24:41)
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 *

Noto Anthony
2. Issuer Name and Ticker or Trading Symbol

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

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

C/O TWITTER, INC., 1355 MARKET STREET, SUITE 900
3. Date of Earliest Transaction (MM/DD/YYYY)

11/21/2016
(Street)

SAN FRANCISCO, CA 94103
(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   11/21/2016     A    940000   (1) A $0   2366633   (2) D    
Common Stock   11/21/2016     A    325000   (3) A $0   2691633   (4) D    

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)  Of the reported shares, 940,000 shares are represented by restricted stock units ("RSUs") granted on November 21, 2016, pursuant to which, 50,000 RSUs will vest on each of February 1, May 1, August 1 and November 1, 2017; 53,750 RSUs will vest on each of February 1, May 1, August 1 and November 1, 2018; 50,000 RSUs will vest on each of February 1, May 1, August 1 and November 1, 2019; and 81,250 RSUs will vest on each of February 1, May 1, August 1 and November 1, 2020.
( 2)  Of the reported shares 1,885,000 shares are represented by RSUs and 40,380 shares are held jointly with the Reporting Person's spouse.
( 3)  Of the reported shares, 325,000 shares are represented by performance RSUs granted on November 21, 2016, pursuant to which the Issuer's Board of Directors or the Compensation Committee will set the performance targets and the performance periods prior to the end of the first quarter of each year, as applicable, and will assess achievement against those performance targets in the first quarter after the end of the performance periods. Assuming the achievement of target-level performance, 35,000 performance RSUs, 90,000 performance RSUs and 200,000 performance RSUs may vest for performance in the fiscal years ending December 31, 2017, 2018 and 2019, respectively.
( 4)  Of the reported shares 2,210,000 shares are represented by RSUs and 40,380 shares are held jointly with the Reporting Person's spouse.

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


CFO and COO

Signatures
/s/ Sean Edgett, Attorney-in-Fact 11/23/2016
** 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 4(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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