0001418091-22-000183.txt : 20221031 0001418091-22-000183.hdr.sgml : 20221031 20221031205801 ACCESSION NUMBER: 0001418091-22-000183 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: Kaiden Robert CENTRAL INDEX KEY: 0001644368 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36164 FILM NUMBER: 221348194 MAIL ADDRESS: STREET 1: C/O TWITTER, INC. STREET 2: 1355 MARKET ST STE 900 CITY: SAN FRANCISCO STATE: CA ZIP: 94103-1337 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_166726426602657.xml FORM 4 X0306 4 2022-10-27 1 0001418091 TWITTER, INC. TWTR 0001644368 Kaiden Robert C/O TWITTER, INC. 1355 MARKET STREET, SUITE 900 SAN FRANCISCO CA 94103 0 1 0 0 Chief Accounting Officer Common Stock 2022-10-27 4 D 0 20266 0 D 0 I See footnote Common Stock 2022-10-27 4 D 0 142840 0 D 0 I See footnote 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"). 2,073 shares are held in a trust pursuant to the Kaiden Family Trust Agreement, for which the Reporting Person serves as trustee. Pursuant to the Merger Agreement, effective as of the effective time of the Merger (the "Effective Time"), each unvested Restricted Stock Units 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, which resulting amount will vest and become payable through the vesting dates applicable to such Issuer RSU, subject to the holder's continued service with Parent and its affiliates, and remain subject to the same terms and conditions as such Issuer RSU was subject to immediately prior to the Effective Time. /s/ Robert Kaiden 2022-10-31