Amended Statement of Ownership (sc 13g/a)
February 14 2018 - 1:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Twitter, Inc.
(Name of Issuer)
Common Stock, $0.000005 par value per share
(Title of Class of Securities)
90184L 102
(CUSIP
Number)
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 90184L 102
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1.
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Names of
Reporting Persons.
Evan Clark Williams
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
United States of
America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
28,629,802 (See Item 4(a) below)
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6.
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Shared Voting Power
3,715,307 (See Item 4(a) below)
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7.
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Sole Dispositive Power
28,629,802 (See Item 4(a) below)
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8.
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Shared Dispositive Power
3,715,307 (See Item 4(a)
below)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
32,345,109 (See Item 4(a) below)
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by
Amount in Row (9)
4.3%
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12.
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Type of Reporting Person (See
Instructions)
IN
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CUSIP No. 90184L 102
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1.
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Names of
Reporting Persons.
Obvious, LLC
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
26,319,790 (See Item 4(a) below)
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6.
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Shared Voting Power
0 (See Item 4(a) below)
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7.
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Sole Dispositive Power
26,319,790 (See Item 4(a) below)
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8.
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Shared Dispositive Power
0 (See Item 4(a)
below)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
26,319,790 (See Item 4(a) below)
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by
Amount in Row (9)
3.5%
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12.
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Type of Reporting Person (See
Instructions)
OO
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Item 1.
Twitter, Inc.
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(b)
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Address of Issuers Principal Executive Offices:
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1355 Market Street, Suite 900
San Francisco, CA 94103
Item 2.
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(a)
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Name of Person Filing:
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The reporting persons are:
Evan Clark Williams
Obvious, LLC
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(b)
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Address of Principal Business Office or, if none, Residence:
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The address of each of the
reporting persons is:
c/o Twitter, Inc., 1355 Market Street, Suite 900, San Francisco, CA 94103
Evan Clark Williams is a U.S. citizen
Obvious, LLC is a Delaware limited liability company
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(d)
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Title of Class of Securities:
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Common Stock, $0.000005 par value per share
90184L 102
Item 3.
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If this statement is filed pursuant to Rules
13d-1(b),
or
13d-2(b)
or (c), check whether the person filing is a:
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Not applicable.
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(a)
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Amount beneficially owned:
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Evan Clark Williams: As of December 31, 2017, (i) 2,310,012
shares of Common Stock were held of record by Mr. Williams, (ii) 26,319,790 shares of Common Stock were held of record by Obvious, LLC, for which Mr. Williams serves as the sole member, (iii) 372,081 shares of Common Stock were held of
record by the Green Monster Trust dated November 7, 2012, for which the Goldman Sachs Trust Company serves as trustee, (iv) 15,214 shares of Common Stock were held of record by Mr. Williams spouse, (v) 398,977 shares of Common Stock
were held of record by The Family Trust under the Williams 2010 Qualified Annuity Trust 1 dated August 31, 2010, for which Mr. Williams spouse serves as trustee, and (vi) 2,929,035 shares of Common Stock were held of record by the
Article IV Family Trust Under Williams 2010 Qualified Annuity Trust 5 dated November 19, 2010, for which Mr. Williams spouse and the Goldman Sachs Trust Company serve as
co-trustees.
Obvious, LLC: As of December 31, 2017, 26,319,790 shares of Common Stock were held of record by Obvious, LLC.
Evan Clark Williams: 4.3%
Obvious, LLC: 3.5%
The ownership
percentages above are calculated based on 746,902,108 shares of Common Stock outstanding as of December 31, 2017, as reported by the issuer to the reporting persons.
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(c)
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Number of shares as to which the person has:
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Number of Shares of Common Stock
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Reporting Person
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(i)
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(ii)
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(iii)
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(iv)
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Evan Clark Williams
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28,629,802
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3,715,307
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28,629,802
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3,715,307
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Obvious, LLC
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26,319,790
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0
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26,319,790
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0
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(i)
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Sole power to vote or to direct the vote
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(ii)
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Shared power to vote or to direct the vote
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(iii)
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Sole power to dispose or to direct the disposition of
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(iv)
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Shared power to dispose or to direct the disposition of
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
Item 9.
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Notice of Dissolution of Group.
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Not applicable.
Not applicable.
This Schedule 13G is not filed pursuant to Rule
13d-1(b)
or Rule
13d-1(c).
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned hereby certifies that
the information set forth in this statement is true, complete and correct.
DATED: February 14, 2018
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/s/ Evan Clark Williams
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Evan Clark Williams
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OBVIOUS, LLC
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/s/ Evan Clark Williams
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Evan Clark Williams
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Managing Member
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