0001140361-22-044318.txt : 20221202
0001140361-22-044318.hdr.sgml : 20221202
20221202211645
ACCESSION NUMBER: 0001140361-22-044318
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221027
FILED AS OF DATE: 20221202
DATE AS OF CHANGE: 20221202
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Agrawal Parag
CENTRAL INDEX KEY: 0001897113
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36164
FILM NUMBER: 221443613
MAIL ADDRESS:
STREET 1: C/O TWITTER, INC.
STREET 2: 1355 MARKET STREET, SUITE 900
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94103
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
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2022-10-27
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0001418091
TWITTER, INC.
TWTR
0001897113
Agrawal Parag
C/O TWITTER, INC.
1355 MARKET STREET, SUITE 900
SAN FRANCISCO
CA
94103
true
true
Former Chief Executive Officer
Common Stock
2022-10-27
4
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0
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D
0
D
Common Stock
2022-10-27
4
D
0
327847
D
0
D
Common Stock
2022-10-27
4
D
0
470354
D
0
D
Restricted Stock Unit
0
2022-10-27
4
D
0
241508
D
Common Stock
241508
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.
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").
Pursuant to the Merger Agreement, effective as of the effective time of the Merger (the "Effective Time"), together with the terms of each of the Twitter, Inc. Change of Control and Involuntary Termination Protection Policy, that certain Participation Agreement by and between the reporting person and the Issuer thereunder, dated November 28, 2021, and that certain offer letter by and between the reporting person and the Issuer, dated November 28, 2021 (collectively, the "Severance Terms"), each unvested time-based restricted stock unit of the Issuer (each, an "Issuer RSU") was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Issuer Common Stock subject to such Issuer RSU and (ii) the Merger Consideration.
Pursuant to the Merger Agreement, effective as of the Effective Time, together with the Severance Terms, each unvested performance-based restricted stock unit of the Issuer (each, an "Issuer PSU") was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Issuer Common Stock subject to such Issuer PSU based on the achievement of the applicable performance metrics at the target level of performance and (ii) the Merger Consideration.
The foregoing descriptions in notes (2), (3) and (4) are qualified in their entirety by reference to the terms of the Merger Agreement and the Severance Terms. In the event of any conflict between the descriptions above and the terms set forth in the Merger Agreement or the Severance Terms, as applicable, the terms set forth in the Merger Agreement or the Severance Terms, as applicable, shall control.
/s/ Parag Agrawal
2022-12-02