SEC Form 3

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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* J.P. Morgan Investment Management Inc. (Last) (First) (Middle) 270 PARK AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/06/2013	3. Issuer Name and Ticker or Trading Symbol TWITTER, INC. [ TWTR ]
		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 of Original Filed (Month/Day/Year)
			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	6,652,126	I	See footnote(1)
Common Stock	4,994,364	I	See footnote(2)

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: 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
Series A Preferred Stock	(3)	(3)	Common Stock	18,320,186	(3)	I	See footnote(4)
Series A Preferred Stock	(3)	(3)	Common Stock	11,755	(3)	I	See footnote(5)
Series B Preferred Stock	(6)	(6)	Common Stock	315,164	(6)	I	See footnote(7)
Series C Preferred Stock	(8)	(8)	Common Stock	2,812,757	(8)	I	See footnote(9)
Series C Preferred Stock	(8)	(8)	Common Stock	393,672	(8)	I	See footnote(10)
Series D Preferred Stock	(11)	(11)	Common Stock	944,459	(11)	I	See footnote(12)
Series D Preferred Stock	(11)	(11)	Common Stock	1,734,738	(11)	I	See footnote(13)
Series E Preferred Stock	(14)	(14)	Common Stock	3,435,699	(14)	I	See footnote(15)
Series E Preferred Stock	(14)	(14)	Common Stock	1,001,832	(14)	I	See footnote(16)
Series G-1 Preferred Stock	(17)	(17)	Common Stock	8,233,068	(17)	I	See footnote(18)

Explanation of Responses:

1. Represents shares of common stock held by Institutional Associates Fund, LLC ("IAF"). J.P. Morgan Investment Management Inc. ("JPMIM") serves as investment advisor to J.P. Morgan Digital Growth Fund L.P. ("DGF"), which 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. JPMIM disclaims beneficial ownership of the shares held by IAF and 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. JPMIM serves as investment advisor to DGF, which is the majority member of RTLC II, LLC. JPMIM disclaims beneficial ownership of the shares held by RTLC II, LLC and 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. JPMIM serves as investment advisor to DGF, which 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. JPMIM disclaims beneficial ownership of the shares held by IAF and 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. JPMIM serves as investment advisor to DGF, which is the majority member of RTLC II, LLC. JPMIM disclaims beneficial ownership of the shares held by RTLC II, LLC and 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. JPMIM serves as investment advisor to DGF, which is the majority member of RTLC II, LLC. JPMIM disclaims beneficial ownership of the shares held by RTLC II, LLC and 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. JPMIM serves as investment advisor to DGF, which 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. JPMIM disclaims beneficial ownership of the shares held by IAF and 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. JPMIM serves as investment advisor to DGF, which is the majority member of RTLC II, LLC. JPMIM disclaims beneficial ownership of the shares held by RTLC II, LLC and 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. JPMIM serves as investment advisor to DGF, which 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. JPMIM disclaims beneficial ownership of the shares held by IAF and 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. JPMIM serves as investment advisor to DGF, which is the majority member of RTLC II, LLC. JPMIM disclaims beneficial ownership of the shares held by RTLC II, LLC and 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. JPMIM serves as investment advisor to DGF, which 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. JPMIM disclaims beneficial ownership of the shares held by IAF and 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. JPMIM serves as investment advisor to DGF, which is the majority member of RTLC II, LLC. JPMIM disclaims beneficial ownership of the shares held by RTLC II, LLC and 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. JPMIM serves as investment advisor to DGF, which is the majority member of RTLC II, LLC. JPMIM disclaims beneficial ownership of the shares held by RTLC II, LLC and disclaims pecuniary interest in such shares except to the extent of its economic interest.

	/s/ Tyler Jayroe J.P. Morgan Investment Management Inc. By: Tyler Jayroe, Executive Director	11/06/2013
	** 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.