0001418091-22-000187.txt : 20221031 0001418091-22-000187.hdr.sgml : 20221031 20221031205923 ACCESSION NUMBER: 0001418091-22-000187 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: Kordestani Omid CENTRAL INDEX KEY: 0001294397 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36164 FILM NUMBER: 221348202 MAIL ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 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 wf-form4_166726434684651.xml FORM 4 X0306 4 2022-10-27 1 0001418091 TWITTER, INC. TWTR 0001294397 Kordestani Omid C/O TWITTER, INC. 1355 MARKET STREET, SUITE 900 SAN FRANCISCO CA 94103 1 0 0 0 Common Stock 2022-10-27 4 D 0 185760 0 D 0 I See footnote Common Stock 2022-10-27 4 D 0 4541 0 D 0 I See footnote Common Stock 2022-10-27 4 D 0 50000 0 D 0 I See footnote Non-Qualified Stock Option (right to buy) 29.06 2022-10-27 4 D 0 800000 0 D Common Stock 800000.0 0 D Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated April 25, 2022, by and among the Issuer, X Holdings I, Inc., a Delaware corporation ("Parent"), X Holdings II, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent ("Acquisition Sub"), and, solely for the purpose of certain provisions of the Merger Agreement, Elon R. Musk, on October 27, 2022 (the "Closing Date"), Acquisition Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. Parent is wholly owned by Mr. Musk. In connection with the Merger, these shares were cancelled and converted into the right to receive $54.20 in cash, without interest, per share, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration"). These shares are held of record by the Omid Kordestani Revocable Trust dated June 8, 2011, for which the Reporting Person serves as a Trustee. Unvested Restricted Stock Units of the Issuer ("Issuer RSUs"), as of immediately prior to the Closing Date, were cancelled and converted into the right to receive the Merger Consideration. Unvested Performance Restricted Stock Units of the Issuer ("Issuer PRSUs"), outstanding, as of immediately prior to the Closing Date, were cancelled and converted into the right to receive the Merger Consideration. Options to purchase common stock of the Issuer, outstanding and vested as of immediately prior to the Closing Date, were cancelled and converted into the right to receive the Merger Consideration, less the exercise price per share of such cancelled option. These options are fully vested. /s/ Omid Kordestani 2022-10-31