0001062993-22-021247.txt : 20221031
0001062993-22-021247.hdr.sgml : 20221031
20221031104942
ACCESSION NUMBER: 0001062993-22-021247
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221027
FILED AS OF DATE: 20221031
DATE AS OF CHANGE: 20221031
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SAUD H R H PRINCE ALWALEED BIN TALAL BIN ABDULAZIZ AL
CENTRAL INDEX KEY: 0001035410
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36164
FILM NUMBER: 221344331
BUSINESS ADDRESS:
STREET 1: C/O KINGDOM HOLDING COMPANY
STREET 2: KINGDOM CTR FLOOR 66 P O BOX 2
CITY: RIYADH
STATE: T0
ZIP: 11321
BUSINESS PHONE: 966-11-211-1111
MAIL ADDRESS:
STREET 1: C/O KINGDOM HOLDING COMPANY
STREET 2: KINGDOM CTR FLOOR 66 P O BOX 2
CITY: RIYADH
STATE: T0
ZIP: 11321
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: TWITTER, INC.
CENTRAL INDEX KEY: 0001418091
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370]
IRS NUMBER: 208913779
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1355 MARKET STREET, SUITE 900
CITY: San Francisco
STATE: CA
ZIP: 94103
BUSINESS PHONE: (415) 222-9670
MAIL ADDRESS:
STREET 1: 1355 MARKET STREET, SUITE 900
CITY: San Francisco
STATE: CA
ZIP: 94103
FORMER COMPANY:
FORMER CONFORMED NAME: Twitter Inc
DATE OF NAME CHANGE: 20071109
4
1
form4.xml
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
X0306
4
2022-10-27
0001418091
TWITTER, INC.
TWTR
0001035410
SAUD H R H PRINCE ALWALEED BIN TALAL BIN ABDULAZIZ AL
C/O KINGDOM HOLDING COMPANY
KINGDOM CENTRE - FLOOR 66 P.O. BOX 1
RIYADH
T0
11321
SAUDI ARABIA
0
0
0
1
Possible member of 10% group
Common Stock
2022-10-27
4
U
0
30100078
D
0
D
Common Stock
2022-10-27
4
U
0
4848897
D
0
I
By Kingdom Holding Company
Pursuant to a Rollover and Contribution Agreement (the "Rollover Agreement"), dated October 26, 2022, by and among X Holdings I, Inc. ("Parent"), an entity wholly-owned by Elon Musk (the "Principal"), the Reporting Person and Kingdom Holding Company ("KHC"), a company organized in the Kingdom of Saudi Arabia, immediately prior to the effective time of the merger of the Issuer and X Holdings II, Inc., a direct wholly owned subsidiary of Parent, these shares of the Issuer's common stock ("Common Stock") were contributed by the Reporting Person and KHC to Parent in exchange for 1,894,234.45 shares of common stock of Parent.
KHC owned 4,848,897 shares of Common Stock. The Reporting Person owns 95% of KHC and therefore may have been deemed to be the beneficial owner, for purposes of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 (the "Exchange Act"), of the 4,848,897 shares of Common Stock owned by KHC. The Reporting Person acquired the 34,948,975 shares of Common Stock reported herein more than five years ago.
The shares of Common Stock reported herein represented approximately 4.6% of the Issuer's outstanding shares of Common Stock (based on 765,246,152 shares of Common Stock outstanding as of July 22, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended June 30, 2022). As disclosed in a Schedule 13D filed by the Reporting Person on May 9, 2022, as amended by Amendment No. 1 to the Schedule 13D filed by the Reporting Person on October 31, 2022, on May 4, 2022, the Reporting Person and KHC, on behalf of Kingdom 5-KR-289, Ltd., a Cayman Islands company, which is wholly-owned by the Reporting Person, and KR-252, respectively, delivered to Parent an equity financing commitment letter (the "HRH Equity Commitment Letter") in connection with Parent's proposed acquisition of the Issuer, pursuant to an Agreement and Plan of Merger ("Merger Agreement"), dated April 25, 2022, by and among the Issuer, Parent, X Holdings II, Inc., (cont.)
(continued from footnote 3), and, solely for the purpose of certain specified provisions, the Principal. By virtue of the HRH Equity Commitment Letter and the Rollover Agreement, the Reporting Person and the Principal may be deemed to have formed a "group" for purposes of Section 13(d)(3) of the Exchange Act. Collectively, the "group" may be deemed to beneficially own an aggregate of 108,064,013 shares of Common Stock, which represents approximately 14.1% of the Issuer's outstanding shares of Common Stock. Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission that the Reporting Person and the Principal are members of any such group. The Reporting Person disclaims the existence of any such group and disclaims any obligation to report his ownership of or transactions in the Issuer's Common Stock pursuant to Section 16(a) of the Exchange Act.
/s/ HRH Prince Alwaleed Bin Talal Abdulaziz Alsaud
2022-10-31