November 4, 2013
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Larry Spirgel |
Kate Beukenkamp
Dean Suehiro
Claire DeLabar
| Re: | Twitter, Inc. |
| Registration Statement on Form S-1 |
| File No. 333-191552 |
| Acceleration Request |
| Requested Date: November 6, 2013 |
| Requested Time: 4:00 P.M. Eastern Time |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Twitter, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l (File No. 333-191552) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Rezwan D. Pavri at (650) 430-1175.
In connection with the acceleration request, the Company hereby acknowledges that:
| Ÿ | should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; |
Securities and Exchange Commission
November 4, 2013
Page 2
| Ÿ | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and |
| Ÿ | the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
[Signature page follows]
* * * *
Sincerely,
TWITTER, INC.
/s/ Vijaya Gadde
Vijaya Gadde
General Counsel and Secretary
| cc: | Richard Costolo, Twitter, Inc. |
Mike Gupta, Twitter, Inc.
Sean Edgett, Twitter, Inc.
Steven E. Bochner, Wilson Sonsini Goodrich & Rosati, P.C.
Katharine A. Martin, Wilson Sonsini Goodrich & Rosati, P.C.
Rezwan D. Pavri, Wilson Sonsini Goodrich & Rosati, P.C.
Alan F. Denenberg, Davis Polk & Wardwell LLP
Danny Wallace, PricewaterhouseCoopers LLP
Emmanuelle Rivet, PricewaterhouseCoopers LLP
