0001418091-22-000184.txt : 20221031 0001418091-22-000184.hdr.sgml : 20221031 20221031205821 ACCESSION NUMBER: 0001418091-22-000184 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: Caldwell Nick V. CENTRAL INDEX KEY: 0001838934 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36164 FILM NUMBER: 221348195 MAIL ADDRESS: STREET 1: C/O HUBSPOT, INC. STREET 2: 25 FIRST STREET CITY: CAMBRIDGE STATE: MA ZIP: 02141 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_166726428761160.xml FORM 4 X0306 4 2022-10-27 1 0001418091 TWITTER, INC. TWTR 0001838934 Caldwell Nick V. C/O TWITTER, INC. 1355 MARKET STREET, STE. 900 SAN FRANCISCO CA 94103 0 1 0 0 General Manager of Core Tech Common Stock 2022-10-27 4 D 0 472 0 D 0 D Common Stock 2022-10-27 4 D 0 343316 0 D 0 D Common Stock 2022-10-27 4 D 0 131653 0 D 0 D Restricted Stock Unit 0.0 2022-10-27 4 D 0 241508 0 D Common Stock 241508.0 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. 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"). 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. Pursuant to the Merger Agreement, effective as of the Effective Time, each unvested Performance Restricted Stock Units of the Issuer (each, an "Issuer PRSU") 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 PRSU based on the achievement of the applicable performance metrics at the target level of performance and (ii) the Merger Consideration, which resulting amount will vest and become payable through the vesting dates applicable to such Issuer PRSU, subject to the holder's continued service with Parent and its affiliates, and remain subject to the same terms and conditions as such Issuer PRSU was subject to immediately prior to the Effective Time (except that performance-based vesting metrics and criteria shall not apply from and after the Effective Time). /s/ Kevin Cope, Attorney-in-Fact 2022-10-31