Security Ownership of Certain Beneficial Owners and Management

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of shares of our common stock as of June 30, 2022 for:

•

each of our directors;

•

each of our named executive officers;

•

all of our current directors and executive officers as a group; and

•

each person or group who beneficially owned more than five percent of our common stock.

We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable.

We have based our calculation of the percentage of beneficial ownership on 770,977,745 shares of our common stock outstanding as of June 30, 2022. We have deemed shares of our common stock subject to Twitter options that are currently exercisable or exercisable within 60 days of June 30, 2022 or issuable pursuant to Twitter RSUs and Twitter PSUs which are subject to vesting conditions expected to occur within 60 days of June 30, 2022 to be outstanding and to be beneficially owned by the person holding the stock option, Twitter RSU or Twitter PSU for the purpose of computing the percentage ownership of that person. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Twitter, Inc., 1355 Market Street, Suite 900, San Francisco, California 94103. The information provided in the table is based on our records, information filed with the SEC and information provided to us, except where otherwise noted.


Name of Beneficial Owner	Number of Shares Beneficially Owned		Percentage of Shares Beneficially Owned
Named Executive Officers and Directors:
Parag Agrawal ⁽¹⁾		154,842		*
Ned Segal ⁽²⁾		406,264		*
Vijaya Gadde ⁽³⁾		641,784		*
Sarah Personette ⁽⁴⁾		168,691		*
Jack Dorsey ⁽⁵⁾		18,042,428		2.3%
Michael Montano ⁽⁶⁾		324,674		*
Mimi Alemayehou ⁽⁷⁾		5,248		*
Egon Durban ⁽⁸⁾		16,930		*
Omid Kordestani ⁽⁹⁾		935,760		*
Martha Lane Fox ⁽¹⁰⁾		34,058		*
Fei-Fei Li ⁽¹¹⁾		12,189		*
Patrick Pichette ⁽¹²⁾		26,319		*
David Rosenblatt ⁽¹³⁾		111,811		*
Bret Taylor ⁽¹⁴⁾		58,783		*
All current directors and executive officers as a group (14 persons) ⁽¹⁵⁾		2,728,892		0.4%


Name of Beneficial Owner	Number of Shares Beneficially Owned		Percentage of Shares Beneficially Owned
5% Stockholders:
The Vanguard Group ⁽¹⁶⁾		82,403,665		10.7%
Elon Musk ⁽¹⁷⁾		73,115,038		9.5%
Morgan Stanley and Morgan Stanley Investment Management, Inc. ⁽¹⁸⁾		67,033,579		8.7%
Blackrock, Inc. ⁽¹⁹⁾		52,095,502		6.8%

*	Represents beneficial ownership of less than one percent of the outstanding shares of our common stock.

(1)	Consists of (i) 103,969 shares held of record by Mr. Agrawal and (ii) 50,873 shares issuable upon vesting of Twitter RSUs within 60 days of June 30, 2022.

(2)	Consists of (i) 369,967 shares held of record by Mr. Segal and (ii) 36,297 shares issuable upon vesting of Twitter RSUs within 60 days of June 30, 2022.

(3)	Consists of (i) 605,776 shares held of record by Ms. Gadde and (ii) 36,008 shares issuable upon vesting of Twitter RSUs within 60 days of June 30, 2022.

(4)	Consists of (i) 130,790 shares held of record by Ms. Personette and (ii) 37,901 shares issuable upon vesting of Twitter RSUs within 60 days of June 30, 2022.

(5)

Consists of (i) 13,704,901 shares held of record by the Jack Dorsey Revocable Trust dated December 8, 2010, for which Mr. Dorsey serves as trustee, (ii) 2,337,527 shares held of record by the Jack Dorsey Remainder LLC, the sole member of which is the Jack Dorsey Remainder Trust #3, of which Mr. Dorsey serves as co-trustee, and (iii) 2,000,000 shares beneficially owned by Mr. Dorsey directly.

(6)	Consists of 324,674 shares held of record by Mr. Montano. Mr. Montano served as an executive officer of Twitter until December 2021. The information reported is based on the most recently available information to Twitter concerning Mr. Montano’s holdings.

(7)	Consists of (i) 3,735 shares held of record by Ms. Alemayehou and (ii) 1,513 shares issuable upon vesting of Twitter RSUs within 60 days of June 30, 2022.

(8)

Consists of (i) 15,013 shares held of record by Mr. Durban and (ii) 1,917 shares issuable upon vesting of Twitter RSUs within 60 days of June 30, 2022. These securities are held by Mr. Durban for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates, and certain of the funds they manage (which we refer to as “Silver Lake”). Pursuant to Mr. Durban’s arrangement with Silver Lake with respect to director compensation, upon the sale of these securities, the proceeds from such sale(s) are expected to be remitted to Silver Lake and/or its limited partners. Mr. Durban, through his role at Silver Lake and its affiliates, may be deemed to have an indirect interest in the securities reported herein.

(9)	Consists of (i) 134,247 shares held of record by Mr. Kordestani, (ii) 1,513 shares issuable upon vesting of Twitter RSUs within 60 days of June 30, 2022, and (iii) 800,000 shares issuable pursuant to outstanding Twitter options which are exercisable within 60 days of June 30, 2022.

(10)	Consists of (i) 32,545 shares held of record by Ms. Lane Fox and (ii) 1,513 shares issuable upon vesting of Twitter RSUs within 60 days of June 30, 2022.

(11)	Consists of (i) 10,676 shares held of record by Dr. Li and (ii) 1,513 shares issuable upon vesting of Twitter RSUs within 60 days of June 30, 2022.

(12)	Consists of (i) 24,806 shares held of record by Mr. Pichette and (ii) 1,513 shares issuable upon vesting of Twitter RSUs within 60 days of June 30, 2022.

(13)	Consists of (i) 109,827 shares held of record by Mr. Rosenblatt and (ii) 1,984 shares issuable upon vesting of Twitter RSUs within 60 days of June 30, 2022.

(14)	Consists of (i) 56,597 shares held of record by Mr. Taylor and (ii) 2,186 shares issuable upon vesting of Twitter RSUs within 60 days of June 30, 2022.

(15)

Consists of (i) 1,685,713 shares held of record by our current directors and executive officers, (ii) 800,000 shares issuable pursuant to outstanding Twitter options which are exercisable within 60 days of June 30, 2022, all of which are fully vested and (iii) 243,179 shares issuable upon vesting of Twitter RSUs within 60 days of June 30, 2022.

(16)

According to the information reported by The Vanguard Group (which we refer to as “Vanguard”) on a Schedule 13G/A filed with the SEC on April 8, 2022, Vanguard beneficially owns an aggregate of 82,403,665 shares, which consists of (i) 1,121,405 shares as to which it has shared voting power, (ii) 79,268,380 shares as to which it has sole dispositive power and (iii) 3,135,285 shares as to which it has shared dispositive power. The address of Vanguard is 100 Vanguard Blvd, Malvern, PA 19355.

(17)

According to the information reported by Elon Musk on a Schedule 13D/A filed with the SEC on July 8, 2022, Elon Musk beneficially owns an aggregate of 73,115,038 as to which he has sole voting power and shared dispositive power. The address of Elon Musk is 2110 Ranch Road 620 S. #341886, Austin, TX 78734.

(18)

According to the information reported by Morgan Stanley and Morgan Stanley Investment Management Inc. on a Schedule 13G/A jointly filed with the SEC on February 10, 2022, (i) Morgan Stanley beneficially owns an aggregate of 67,033,579 shares, which consists of (A) 59,237,336 shares as to which it has shared voting power and (B) 67,033,579 shares as to which it has shared dispositive power and (ii) Morgan Stanley Investment Management Inc. beneficially owns an aggregate of 64,827,920 shares, which consists of (A) 57,039,467 shares as to which it has shared voting power and (B) 64,827,920 shares as to which it has shared dispositive power. The address of Morgan Stanley is 1585 Broadway, New York, NY 10036 and the address of Morgan Stanley Investment Management, Inc. is 522 5th Avenue 6th Floor New York, NY 10036.

(19)

According to the information reported by BlackRock, Inc. (which we refer to as “BlackRock”) on a Schedule 13G/A filed with the SEC on February 8, 2022, BlackRock beneficially owns an aggregate of 52,095,502 shares, which consists of (i) 45,633,971 shares as to which it has sole voting power and (ii) 52,095,502 shares as to which it has sole dispositive power. The address of BlackRock is 55 East 52nd Street, New York, NY 10055.

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