SEC Form 4 · accession 0001437749-15-000359
TWITTER, INC. · TWTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Luca Baratta
Officer — VP, Finance and Accounting Off
Period of report
Jan 2, 2015
Accepted (ET)
Jan 6, 2015 · 9:43 pm EST
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 StockF2 | Jan 2, 2015 | M | 5,827 | $14.42 | A | 352,063 | D | |
| Common StockF3,F2 | Jan 2, 2015 | S | 11,137 | $36.2595 | D | 340,926 | D | |
| Common StockF2 | Jan 2, 2015 | S | 3,430 | $36.27 | D | 337,496 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F5 | $14.42 | Jan 2, 2015 | M | 5,827 | D | — | Apr 11, 2022 | Common Stock | 5,827 | 40,786 | D |
Explanation of responses
- F1The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- F2Of the reported shares 288,075 shares are represented by RSUs.
- F3The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $36.25 to $36.27 per share. 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 sold at each separate price within the range set forth in this footnote.
- F4Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.
- F5An option to purchase 46,613 shares was granted on April 12, 2013. 1/8th of the shares subject to the option vested on July 1, 2014 and 1/8th of the shares vest quarterly thereafter.