SEC Form 4 · accession 0001209191-15-064617
TWITTER, INC. · TWTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter H Fenton
Director
Period of report
Aug 7, 2015
Accepted (ET)
Aug 7, 2015 · 3:58 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001418091
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Aug 7, 2015 | P | 7,260 | $27.7319 | A | 992,709 | I | See footnote |
| Common StockF3 | holding | — | — | — | 15,329 | D | ||
| Common StockF4 | holding | — | — | — | 7,517,831 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $27.72 to $27.745, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote to this Form 4.
- F2Shares are owned directly by the Fenton Family Trust.
- F3Of the reported shares, 8,243 shares are represented by RSUs granted on June 3, 2015 pursuant to Twitter's Outside Director Compensation Policy. These RSUs will vest in quarterly installments beginning the first quarter following the date of grant, but will vest in full on the date of the next Annual Meeting of Stockholders if not fully vested on such date.
- F4Shares held of record by Benchmark Capital Partners VI, L.P. ("BCP VI"), as nominee for BCP VI, Benchmark Founders' Fund VI, L.P. ("BFF VI"), Benchmark Founders' Fund VI-B, L.P. ("BFF IV-B") and related persons. Benchmark Capital Management Co. VI, L.L.C. ("BCMC VI"), the general partner of each of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole voting and investment power over such shares.
Remarks
Peter Fenton is a managing member of BCMC VI, which serves as general partner to BCP VI, BFF VI and BFF VI-B, and may be deemed to share voting and investment power over the shares beneficially held by such entities. Such person and such entities disclaim the existence of a "group" and disclaim beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities).