FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/19/2018 |
3. Issuer Name and Ticker or Trading Symbol
TWITTER, INC. [ TWTR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 522,556(1)(2) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: 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 |
Explanation of Responses: |
1. Of the reported shares, 491,292 shares are represented by restricted stock units ("RSUs") of which (1) 3,600 shares subject to the RSUs vest at 1,200 shares quarterly with the next vest date on October 1, 2018; (2) 6,250 shares subject to the RSUs vest at 625 shares quarterly with the next vest date on August 1, 2018; (3) 27,645 shares subject to the RSUs vest at 50% on August 1, 2018 and November 1, 2018; (4) 1,000 shares subject to the RSUs vest at 25% with the first vest date on February 1, 2019; (5) 3,640 shares subject to the RSUs vest at 25% with the first vest date on February 1, 2020; (6) 227,500 shares subject to the RSUs vest as follows: 25% of 35,000 RSUs will vest on each of August 1 and November 1, 2018, 25% of 105,000 RSUs will vest on each of February 1, May 1, August 1 and November 1, 2019 and 25% of 105,000 RSUs will vest on each of February 1, May 1, August 1 and November 1, 2020; (continued in next footnote) |
2. (7) 95,780 shares subject to the RSUs vest as follows: 33.33% of 8,127 RSUs will vest each of August 1 and November 1, 2018, 25% of 7,103 RSUs will vest each of February 1, May 1, August 1 and November 1, 2019, 25% of 5,170 RSUs will vest each of February 1, May 1, August 1 and November 1, 2020, 25% of 52,059 RSUs will vest each of February 1, May 1, August 1 and November 1, 2021 and 25% of 26,030 RSUs will vest each of February 1, May 1, August 1 and November 1, 2022; and (8) 125,877 shares subject to the RSUs vest as follows: 25% of 56,863 RSUs will vest each of February 1, May 1, August 1 and November 1, 2020, 25% of 50,350 RSUs will vest each of February 1, May 1, August 1 and November 1, 2021 and 25% of 18,664 RSUs will vest each of February 1, May 1, August 1 and November 1, 2022. |
Remarks: |
Exhibit 24 - Power of Attorney |
/s/ Sean Edgett, Attorney-in-Fact | 07/27/2018 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |