RegAlert2011-09-13
Added · Updated
SEC Division of Corporation Finance no-action letter: Twitter, Inc.
Twitter, Inc. requests exemptive relief from the Section 12(g) registration requirements of the Securities Exchange Act of 1934 for restricted stock units granted to employees, directors, and consultants. The relief applies to RSUs that are non-transferable, do not confer stockholder rights, and are settled only upon a Liquidity Event or expiration. Twitter agrees to provide information to RSU holders at the frequency specified in Rule 12h-1(f)(1)(vi) and to register the shares issuable upon settlement via Form S-8 prior to issuance.
SEC published 7 documents in the last 30 days — get each new one by email the day it lands.
FENWICK & WEST LLP
SILICON VALLEY CENTER 801 CALIFORNIA STREET MOUNTAIN VIEW, CA 94041
TEL 650.988.8500 FAX 650.938 .5200 WWW. FENWICK .COM
Section 12(h)
Securities Exchange Act of 1934
Daniel J. Winnike August Email dwinnike @fenwick.com 23,2011 Partner Direct Dial: 650·335·7657 Via Federal Express Thomas Kim, Esq. Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Twitter, Inc. Request for Exemptive Relief from Registration under Section 12(g) of the Securities Exchange Act of 1934 Dear Mr. Kim:
On behalf of Twitter, Inc., a Delaware corporation (the "Company"), we hereby apply for an exemption under Section 12(h) ofthe Securities Exchange Act of 1934, as amended (the "Exchange Act'), or request no-action relief, from the registration requirements of Section 12(g) of the Exchange Act with respect to restricted stock units ("RSUs") that the Company grants to employees, directors and certain consultants of the Company under its 2007 Equity Incentive Plan (the "Plan"). In connection with this request, the Company has authorized us to make the factual representations included in this request on its behalf.
I. Background
The Company provides a real-time infonnation network that instantly connects users everywhere to what's most meaningful to them. The Company's outstanding capital stock consists of Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series 0-1 and 0-2 Preferred Stock. There are fewer than 500 holders of each of these classes of securities at this time. Pursuant to the Plan, the Company offers equity-based awards to its employees, directors and consultants for compensatory purposes. There are three types of awards authorized for issuance under the Plan, stock options, restricted stock and RSUs. The Company has granted options to purchase its Common Stock under the Plan and intends to comply with the applicable
Read the rest free, and get an email when SEC publishes again
Lineage: In force
Source: Securities and Exchange Commission — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works
More like this from SEC
SEC published 7 documents in the last 30 days. We email you each new one the day it's published.