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