Edgar Filing: TWITTER, INC.

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

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

2. Date of Event Requiring Statement (Month/Day/Year)
11/06/2013

3. Issuer Name and Ticker or Trading Symbol
TWITTER, INC. [TWTR]

(Last)

(First)

(Middle)

C/O JP MORGAN INVESTMENT MANAGEMENT INC.,Â 270 PARK AVENUE

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10017

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	6,652,126	I	See footnote ⁽¹⁾
Common Stock	4,994,364	I	See footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative 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)
Series A Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	18,320,186	$ ⁽³⁾	I	See footnote ⁽⁴⁾
Series A Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	11,755	$ ⁽³⁾	I	See footnote ⁽⁵⁾
Series B Preferred Stock	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	315,164	$ ⁽⁶⁾	I	See footnote ⁽⁷⁾
Series C Preferred Stock	Â ⁽⁸⁾	Â ⁽⁸⁾	Common Stock	2,812,757	$ ⁽⁸⁾	I	See footnote ⁽⁹⁾
Series C Preferred Stock	Â ⁽⁸⁾	Â ⁽⁸⁾	Common Stock	393,672	$ ⁽⁸⁾	I	See footnote ⁽¹⁰⁾
Series D Preferred Stock	Â ⁽¹¹⁾	Â ⁽¹¹⁾	Common Stock	944,459	$ ⁽¹¹⁾	I	See footnote ⁽¹²⁾
Series D Preferred Stock	Â ⁽¹¹⁾	Â ⁽¹¹⁾	Common Stock	1,734,738	$ ⁽¹¹⁾	I	See footnote ⁽¹³⁾
Series E Preferred Stock	Â ⁽¹⁴⁾	Â ⁽¹⁴⁾	Common Stock	3,435,699	$ ⁽¹⁴⁾	I	See footnote ⁽¹⁵⁾
Series E Preferred Stock	Â ⁽¹⁴⁾	Â ⁽¹⁴⁾	Common Stock	1,001,832	$ ⁽¹⁴⁾	I	See footnote ⁽¹⁶⁾
Series G-1 Preferred Stock	Â ⁽¹⁷⁾	Â ⁽¹⁷⁾	Common Stock	8,233,068	$ ⁽¹⁷⁾	I	See footnote ⁽¹⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
J.P. Morgan Digital Growth Fund L.P. C/O JP MORGAN INVESTMENT MANAGEMENT INC. 270 PARK AVENUE NEW YORK,Â NYÂ 10017	Â	Â X	Â	Â

Signatures

/s/ Tyler Jayroe, J.P. Morgan Digital Growth Fund L.P., By: J.P. Morgan Investment Management Inc., By: Tyler Jayroe, Executive Director		11/06/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents shares of common stock held by Institutional Associates Fund, LLC ("IAF"). J.P. Morgan Digital Growth Fund L.P. ("DGF") is the majority member of RTLC, LLC, a member-managed limited liability company. In order to make certain dispositions of its securities, IAF is required to obtain the consent of RTLC, LLC. DGF disclaims pecuniary interest in such shares except to the extent of its economic interest.
(2)	Represents shares of common stock held by RTLC II, LLC, a member-managed limited liability company. DGF is the majority member of RTLC II, LLC. DGF disclaims pecuniary interest in such shares except to the extent of its economic interest.
(3)	The Series A preferred stock is convertible into common stock on a one-for-one basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series A preferred stock will automatically convert into shares of common stock of the Issuer.
(4)	Represents shares of Series A preferred stock held by IAF. DGF is the majority member of RTLC, LLC, a member-managed limited liability company. In order to make certain dispositions of its securities, IAF is required to obtain the consent of RTLC, LLC. DGF disclaims pecuniary interest in such shares except to the extent of its economic interest.
(5)	Represents shares of Series A preferred stock held by RTLC II, LLC, a member-managed limited liability company. DGF is the majority member of RTLC II, LLC. DGF disclaims pecuniary interest in such shares except to the extent of its economic interest.
(6)	The Series B preferred stock is convertible into common stock on a one-for-one basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series B preferred stock will automatically convert into shares of common stock of the Issuer.
(7)	Represents shares of Series B preferred stock held by RTLC II, LLC, a member-managed limited liability company. DGF is the majority member of RTLC II, LLC. DGF disclaims pecuniary interest in such shares except to the extent of its economic interest.
(8)	The Series C preferred stock is convertible into common stock on a one-for-one basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series C preferred stock will automatically convert into shares of common stock of the Issuer.
(9)	Represents shares of Series C preferred stock held by IAF. DGF is the majority member of RTLC, LLC, a member-managed limited liability company. In order to make certain dispositions of its securities, IAF is required to obtain the consent of RTLC, LLC. DGF disclaims pecuniary interest in such shares except to the extent of its economic interest.
(10)	Represents shares of Series C preferred stock held by RTLC II, LLC, a member-managed limited liability company. DGF is the majority member of RTLC II, LLC. DGF disclaims pecuniary interest in such shares except to the extent of its economic interest.
(11)	The Series D preferred stock is convertible into common stock on a one-for-one basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series D preferred stock will automatically convert into shares of common stock of the Issuer.
(12)	Represents shares of Series D preferred stock held by IAF. DGF is the majority member of RTLC, LLC, a member-managed limited liability company. In order to make certain dispositions of its securities, IAF is required to obtain the consent of RTLC, LLC. DGF disclaims pecuniary interest in such shares except to the extent of its economic interest.
(13)	Represents shares of Series D preferred stock held by RTLC II, LLC, a member-managed limited liability company. DGF is the majority member of RTLC II, LLC. DGF disclaims pecuniary interest in such shares except to the extent of its economic interest.
(14)	The Series E preferred stock is convertible into common stock on a one-for-one basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series E preferred stock will automatically convert into shares of common stock of the Issuer.
(15)	Represents shares of Series E preferred stock held by IAF. DGF is the majority member of RTLC, LLC, a member-managed limited liability company. In order to make certain dispositions of its securities, IAF is required to obtain the consent of RTLC, LLC. DGF disclaims pecuniary interest in such shares except to the extent of its economic interest.
(16)	Represents shares of Series E preferred stock held by RTLC II, LLC, a member-managed limited liability company. DGF is the majority member of RTLC II, LLC. DGF disclaims pecuniary interest in such shares except to the extent of its economic interest.
(17)	The Series G-1 preferred stock is convertible into common stock on a one-for-one basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series G-1 preferred stock will automatically convert into shares of common stock of the Issuer.
(18)	Represents shares of Series G-1 preferred stock held by RTLC II, LLC, a member-managed limited liability company. DGF is the majority member of RTLC II, LLC. DGF disclaims pecuniary interest in such shares except to the extent of its economic interest.

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