Sec Form 4 Filing - Kordestani Omid @ TWITTER, INC. - 2021-02-28

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Kordestani Omid
2. Issuer Name and Ticker or Trading Symbol
TWITTER, INC. [ TWTR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O TWITTER, INC., 1355 MARKET STREET, SUITE 900
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2021
(Street)
SAN FRANCISCO, CA94103
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/28/2021 A 20,800 ( 1 ) ( 2 ) A $ 0 183,810 I See footnote ( 3 )
Common Stock 02/28/2021 F( 4 ) 8,478 D $ 77.06 175,332 I See footnote ( 3 )
Common Stock 03/01/2021 A 10,000 ( 5 ) A $ 0 185,332 I See footnote ( 3 )
Common Stock 03/01/2021 F( 4 ) 4,958 D $ 77.06 180,374 I See footnote ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kordestani Omid
C/O TWITTER, INC.
1355 MARKET STREET, SUITE 900
SAN FRANCISCO, CA94103
X
Signatures
/s/ Sean Edgett, Attorney-in-Fact 03/02/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported shares are represented by performance restricted stock units ("PRSUs") granted on April 8, 2019 and have vested based on the Company's achievement of certain performance targets over the last year that were set by the Compensation Committee for the performance period in the first quarter of 2019.
( 2 )Represents the vesting of shares underlying PRSUs earned by the Reporting Person upon achievement of certain performance criteria set by the Issuer's Compensation Committee for fiscal year 2019. The shares underlying the performance RSUs were originally reported at 100% of target. Pursuant to the performance targets set by the Compensation Committee, the Reporting Person was eligible to earn more or less than the target number, depending upon the achievement, if any, of the performance targets set by the Committee.
( 3 )These shares are held of record by the Omid Kordestani Revocable Trust dated June 8, 2011, for which the Reporting Person serves as Trustee.
( 4 )The shares reported as disposed of were withheld by the Issuer in order to cover withholding taxes in connection with the vesting of restricted stock units, or RSUs. These shares were not issued to or sold by the Reporting Person.
( 5 )The reported shares are represented by PRSUs granted on April 12, 2020 to which one-third of the PRSUs shall vest on March 1, 2021, and two-thirds of the PRSUs shall vest 50% on March 1, 2022 and 50% on March 1, 2023, so long as the Reporting Person continues to be a service provider of the Issuer. The vesting of the PRSUs is based on the Company's achievement of certain performance targets over the last year that were set by the Compensation Committee for the performance period in the first quarter of 2020.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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