0000899243-21-048820.txt : 20211217 0000899243-21-048820.hdr.sgml : 20211217 20211217173555 ACCESSION NUMBER: 0000899243-21-048820 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211216 FILED AS OF DATE: 20211217 DATE AS OF CHANGE: 20211217 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLP V Aggregator GP, L.L.C. CENTRAL INDEX KEY: 0001811441 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36164 FILM NUMBER: 211502874 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLP V Titus Holdings II, L.P. CENTRAL INDEX KEY: 0001898616 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36164 FILM NUMBER: 211502876 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2776 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2776 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLP V Titus GP II, L.L.C. CENTRAL INDEX KEY: 0001898615 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36164 FILM NUMBER: 211502875 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2776 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2776 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-12-16 0 0001418091 TWITTER, INC. TWTR 0001898616 SLP V Titus Holdings II, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 0001898615 SLP V Titus GP II, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 0001811441 SLP V Aggregator GP, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 0.375% Convertible Senior Notes due 2025 41.50 Common Stock 19277120 D The aggregate amount of 0.375% Convertible Senior Notes due 2025 (the "Convertible Notes") held by affiliates of Silver Lake Group, L.L.C. has not changed since the date of original acquisition, and is not changing now. This Form 3 is filed by SLP V Titus Holdings II, L.P. ("SLP Titus II"), its general partner, SLP V Titus GP II, L.L.C ("SLP Titus GP II"), and SLP Titus GP II's sole member, SLP V Aggregator GP, L.L.C. ("SLP V GP"), in connection with an internal reorganization of certain investments held on behalf of certain investment funds affiliated with Silver Lake ("SLP Funds"). In connection with such internal reorganization, one of the previous direct holders of these Convertible Notes, SLP V Titus Holdings, L.P. made an in-kind distribution of the Convertible Notes it directly held, which Convertible Notes were transferred to a new affiliated holding vehicle, SLP Titus II. Such transfer did not otherwise represent any change in pecuniary interest of any of the SLP Funds or their affiliates. Not included on this form is $200,000,000 principal amount of Convertible Notes acquired by SLA CM Titus Holdings, L.P. in the original acquisition and which SLA CM Titus Holdings, L.P. continues to hold. Represents $800,000,000 principal amount of Convertible Notes held by SLP Titus II. SLP Titus GP II is the general partner of SLP Titus II. SLP V GP is the sole member of SLP Titus GP II. Silver Lake Technology Associates V, L.P. ("SLTA V") is the managing member of SLP V GP. SLTA V (GP), L.L.C. ("SLTA V GP") is the general partner of SLTA V. Silver Lake Group, L.L.C. is the managing member of SLTA V GP. Mr. Egon Durban serves as a member of the board of directors of Twitter, Inc. (the "Issuer") and as a Co-CEO and Managing Member of SLG. Each of SLP Titus II, SLP Titus GP II, SLTA V, SLTA V GP and SLG may be deemed to be a director by deputization of the Issuer. The Convertible Notes mature on March 15, 2025, subject to earlier redemption, repurchase or conversion in accordance with their terms. Upon conversion of the Convertible Notes the Issuer will deliver, at its election, cash, shares of Common Stock or a combination thereof, and upon a redemption of the Convertible Notes at the option of the Issuer the redemption price will be paid in cash, shares of Common Stock or a combination thereof at the election of the holder. This number represents the number of shares of Common Stock issuable upon conversion of the Convertible Notes if the Issuer elects to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the current conversion rate of 24.0964 shares of Common Stock (the "Conversion Rate"), and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The initial Conversion Rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture governing the Convertible Notes. The current conversion rate of 24.0964 shares of common stock of the Issuer ("Common Stock") per $1,000 principal amount of Convertible Notes is equivalent to a conversion price of approximately $41.50 per share of Common Stock. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, or are subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C., general partner of Silver Lake Technology Associates V, L.P., managing member of SLP V Aggregator GP, L.L.C. 2021-12-17 By: /s/ Andrew J. Schader, Managing Director of SLP V Titus GP II, L.L.C. 2021-12-17 By: /s/Andrew J. Schader, Managing Director of SLP V Titus GP II, L.L.C., general partner of SLP V Titus Holdings II, L.P. 2021-12-17