SEC Form 4 · accession 0001437749-15-000364
TWITTER, INC. · TWTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Adam Bain
Officer — President of Revenue
Period of report
Jan 2, 2015
Accepted (ET)
Jan 6, 2015 · 9:44 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 | 26,418 | $35.9183 | D | 572,005 | D | |
| Common StockF3 | Jan 5, 2015 | M | 39,020 | $0.845 | A | 611,025 | D | |
| Common StockF5,F3 | Jan 5, 2015 | S | 39,020 | $36.3561 | D | 572,005 | D | |
| Common StockF6 | holding | — | — | — | 1,000,000 | I | See Footnote |
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)F7 | $0.845 | Jan 5, 2015 | M | 39,020 | D | — | Sep 23, 2020 | Common Stock | 39,020 | 1,742,065 | 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 a range of prices. 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 mentioned in this footnote.
- F3Of the reported shares 512,432 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 $35.67 to $37.07 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 shares are held of record by The Bain 2013 Grantor Retained Annuity Trust, dated October 22, 2013 for which the Reporting Person serves as trustee.
- F7An option to purchase 2,646,456 shares was granted on September 24, 2010 and was exercised in part prior to the date on which the Reporting Person became subject to Section 16. The option was fully vested as of September 7, 2014.