SC 13D/A 1 tm2225585d1_sc13da.htm SC 13D/A

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

AMENDMENT NO. 11 to

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11 to Schedule 13D)*

 

 

 

Twitter Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

90184L102

(CUSIP Number)

 

Mike Ringler

Skadden, Arps, Slate, Meagher & Flom LLP

525 University Avenue, Suite 1400

Palo Alto, California 94301

(650) 470-4500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

September 9, 2022

(Date of Event Which Requires Filing of This Statement)  

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  x

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

SCHEDULE 13D

 

CUSIP No. 90184L102

 

  1  

  Names of Reporting Persons

 

  Elon R. Musk

  2

  Check the Appropriate Box if a Member of a Group

  (a)  ¨        (b)  x

 

  3

  SEC Use Only

 

  4

  Source of Funds (See Instructions)

 

  OO

  5

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  x

  6

  Citizenship or Place of Organization

 

  USA

             

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    7    

  Sole Voting Power

 

  73,115,038

    8  

  Shared Voting Power

 

  0

    9  

  Sole Dispositive Power

 

  0

  10  

  Shared Dispositive Power

 

  73,115,038

11  

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  73,115,038

12

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

  ¨

13

  Percent of Class Represented by Amount in Row (11)

 

  9.6%

14

  Type of Reporting Person

 

  IN

 

1. 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 quarter ended June 30, 2022 filed with the Securities and Exchange Commission on July 26, 2022.

 

 

 

 

 

This Schedule 13D amends the Schedule 13D initially filed by Elon Musk (the “Reporting Person”) with the Securities and Exchange Commission on April 5, 2022 with respect to the Common Stock, par value $0.000005 per share (the “Common Stock”), of Twitter, Inc. (the “Issuer” or “Twitter”), which was subsequently amended on April 11, 2022, April 14, 2022, April 21, 2022, April 26, 2022, April 27, 2022, May 5, 2022, May 25, 2022, June 6, 2022, July 8, 2022 and August 30, 2022 (collectively, including this amendment, the “Schedule 13D”). Capitalized terms used but not defined herein have the meanings given to such terms in the Schedule 13D.

 

Item 3. Source and Amount of Funds or Other Consideration

 

Item 3 of the Schedule 13D is hereby amended by adding the following:

 

The information set forth in Item 4 of the Schedule 13D is incorporated herein by reference.

 

Item 4. Purpose of Transaction

 

Item 4 of the Schedule 13D is hereby amended by adding the following:

 

On September 9, 2022, the Reporting Person’s advisors sent a letter to Twitter (on the Reporting Person’s behalf) formally notifying Twitter that the Reporting Person has become aware of certain facts that serve as a basis for terminating their merger agreement separate and distinct from the bases on which the Reporting Person terminated their merger agreement on July 8, 2022 and alternatively on August 29, 2022. The foregoing description of the Reporting Person’s letter is qualified in its entirety by reference to the full text of the letter, a copy of which is attached hereto as Exhibit R and incorporated herein by reference.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 of the Schedule 13D is hereby amended by adding the following:

 

The information set forth in Item 4 of the Schedule 13D is incorporated herein by reference.

 

Item 7. Materials to be Filed as Exhibits

 

Item 7 of the Schedule 13D is hereby amended by adding the following:

 

Exhibit R: Letter from the Reporting Person to the Issuer, dated September 9, 2022.

 

 

 

 

SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: September 9, 2022

 

  ELON R. MUSK
   
  /s/ Elon R. Musk