EX-FILING FEES 2 d283119dexfilingfees.htm EX-FILING FEES EX-FILING FEES

CALCULATION OF FILING FEE TABLES

Schedule 14A

(Form Type)

Twitter, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Transaction Valuation

 

     Proposed Maximum
Aggregate Value of
Transaction
    Fee
Rate
     Amount of
Filing Fee
 

Fees to be Paid

   $ 48,794,371,568  (1)      .0000927      $ 4,523,239  (2) 

Fees Previously Paid

   $ 0        $ 0  

Total Transaction Valuation

   $ 48,794,371,568       

Total Fees Due for Filing

        $ 4,523,239  

Total Fees Previously Paid

        $ 0  

Total Fee Offsets

        $ 0  

Net Fee Due

        $ 4,523,239  

 

(1)

Aggregate number of securities to which transaction applies: As of April 29, 2022, the maximum number of shares of common stock to which this transaction applies is estimated to be 900,741,743, which consists of (a) 764,297,195 shares of common stock entitled to receive the per share merger consideration of $54.20; (b) 938,282 shares of common stock underlying stock options, which may be entitled to receive the per share merger consideration of $54.20 minus any applicable exercise price; (c) 68,591,795 shares of common stock underlying outstanding restricted stock units, which may be entitled to receive the per share merger consideration of $54.20; (d) a maximum of 4,559,722 shares of common stock underlying outstanding restricted stock units subject to performance-based vesting, which may be entitled to receive the per share merger consideration of $54.20 (assuming the shares are paid out at the target level of performance); and (e) 62,354,749 additional shares of common stock reserved for issuance pursuant to the employee stock purchase plan.

 

(2)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Estimated solely for the purposes of calculating the filing fee, as of April 29, 2022, the underlying value of the transaction was calculated based on the sum of (a) the product of 764,297,195 shares of common stock and the per share merger consideration of $54.20; (b) the product of 938,282 shares of common stock underlying stock options and $26.67 (which is the difference between the per share merger consideration of $54.20 and the weighted average exercise price of $27.53; (c) the product of 68,591,795 shares of common stock underlying outstanding restricted stock units and the per share merger consideration of $54.20; (d) the product of 4,559,722 shares of common stock underlying outstanding restricted stock units subject to performance-based vesting and the per share merger consideration of $54.20 (assuming the shares are paid out at the target level of performance); and (e) the product of 62,354,749 shares of common stock reserved for issuance under the employee stock purchase plan and the per share merger consideration of $54.20. In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying the sum calculated in the preceding sentence by .0000927.