3//SEC Filing
SLP V Aggregator GP, L.L.C. 3
Accession 0000899243-21-048820
CIK 0001418091other
Filed
Dec 16, 7:00 PM ET
Accepted
Dec 17, 5:35 PM ET
Size
12.2 KB
Accession
0000899243-21-048820
Insider Transaction Report
Form 3
TWITTER, INC.TWTR
SLP V Titus Holdings II, L.P.
Director
Holdings
0.375% Convertible Senior Notes due 2025
Exercise: $41.50→ Common Stock (19,277,120 underlying)
SLP V Titus GP II, L.L.C.
Director
Holdings
0.375% Convertible Senior Notes due 2025
Exercise: $41.50→ Common Stock (19,277,120 underlying)
SLP V Aggregator GP, L.L.C.
Director
Holdings
0.375% Convertible Senior Notes due 2025
Exercise: $41.50→ Common Stock (19,277,120 underlying)
Footnotes (6)
- [F1]The aggregate amount of 0.375% Convertible Senior Notes due 2025 (the "Convertible Notes") held by affiliates of Silver Lake Group, L.L.C. has not changed since the date of original acquisition, and is not changing now. This Form 3 is filed by SLP V Titus Holdings II, L.P. ("SLP Titus II"), its general partner, SLP V Titus GP II, L.L.C ("SLP Titus GP II"), and SLP Titus GP II's sole member, SLP V Aggregator GP, L.L.C. ("SLP V GP"), in connection with an internal reorganization of certain investments held on behalf of certain investment funds affiliated with Silver Lake ("SLP Funds").
- [F2]In connection with such internal reorganization, one of the previous direct holders of these Convertible Notes, SLP V Titus Holdings, L.P. made an in-kind distribution of the Convertible Notes it directly held, which Convertible Notes were transferred to a new affiliated holding vehicle, SLP Titus II. Such transfer did not otherwise represent any change in pecuniary interest of any of the SLP Funds or their affiliates. Not included on this form is $200,000,000 principal amount of Convertible Notes acquired by SLA CM Titus Holdings, L.P. in the original acquisition and which SLA CM Titus Holdings, L.P. continues to hold.
- [F3]Represents $800,000,000 principal amount of Convertible Notes held by SLP Titus II. SLP Titus GP II is the general partner of SLP Titus II. SLP V GP is the sole member of SLP Titus GP II. Silver Lake Technology Associates V, L.P. ("SLTA V") is the managing member of SLP V GP. SLTA V (GP), L.L.C. ("SLTA V GP") is the general partner of SLTA V. Silver Lake Group, L.L.C. is the managing member of SLTA V GP. Mr. Egon Durban serves as a member of the board of directors of Twitter, Inc. (the "Issuer") and as a Co-CEO and Managing Member of SLG. Each of SLP Titus II, SLP Titus GP II, SLTA V, SLTA V GP and SLG may be deemed to be a director by deputization of the Issuer.
- [F4]The Convertible Notes mature on March 15, 2025, subject to earlier redemption, repurchase or conversion in accordance with their terms.
- [F5]Upon conversion of the Convertible Notes the Issuer will deliver, at its election, cash, shares of Common Stock or a combination thereof, and upon a redemption of the Convertible Notes at the option of the Issuer the redemption price will be paid in cash, shares of Common Stock or a combination thereof at the election of the holder. This number represents the number of shares of Common Stock issuable upon conversion of the Convertible Notes if the Issuer elects to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the current conversion rate of 24.0964 shares of Common Stock (the "Conversion Rate"), and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The initial Conversion Rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture governing the Convertible Notes.
- [F6]The current conversion rate of 24.0964 shares of common stock of the Issuer ("Common Stock") per $1,000 principal amount of Convertible Notes is equivalent to a conversion price of approximately $41.50 per share of Common Stock.
Documents
Issuer
TWITTER, INC.
CIK 0001418091
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001811441
Filing Metadata
- Form type
- 3
- Filed
- Dec 16, 7:00 PM ET
- Accepted
- Dec 17, 5:35 PM ET
- Size
- 12.2 KB