SEC Form 4 · accession 0001437749-15-000361
TWITTER, INC. · TWTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard Costolo
Officer — Chief Executive Officer · Director
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,F3 | Jan 2, 2015 | S | 15,352 | $35.9157 | D | 530,504 | D | |
| Common StockF3 | Jan 5, 2015 | M | 358,460 | $0.4283 | A | 888,964 | D | |
| Common StockF3 | Jan 5, 2015 | M | 54,644 | $1.83 | A | 943,608 | D | |
| Common StockF5,F3 | Jan 5, 2015 | S | 125,000 | $36.3555 | D | 818,608 | 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)F6 | $0.4283 | Jan 5, 2015 | M | 358,460 | D | — | Sep 3, 2019 | Common Stock | 358,460 | 3,394,146 | D |
| Employee Stock Option (right to buy)F7 | $1.83 | Jan 5, 2015 | M | 54,644 | D | — | Nov 22, 2020 | Common Stock | 54,644 | 4,055,640 | D |
Explanation of responses
- F1Represents 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.
- F2The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $35.73 to $36.30 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.
- F3Of the reported shares 473,412 shares are represented by RSUs.
- F4The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- F5The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $35.65 to $37.02 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.
- F6The option is fully vested and immediately exercisable.
- F7An option to purchase 4,110,284 shares was granted on November 23, 2010. One-fourth of the shares subject to the option vested on November 22, 2011 and 1/48th of the shares vest monthly thereafter.