4//SEC Filing
Silver Lake Technology Associates V, L.P. 4
Accession 0000899243-22-034600
CIK 0001418091other
Filed
Oct 30, 8:00 PM ET
Accepted
Oct 31, 9:00 PM ET
Size
30.7 KB
Accession
0000899243-22-034600
Insider Transaction Report
Form 4
TWITTER, INC.TWTR
SLTA V (GP), L.L.C.
Director
Transactions
- Disposition to Issuer
Common Stock
2022-10-27$54.20/sh−22,682$1,229,364→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2022-10-27$54.20/sh−25,200$1,365,840→ 0 total(indirect: Held through Silver Lake Technology Investors V, L.P.) - Disposition to Issuer
0.375% Convertible Senior Notes due 2025
2022-10-27(indirect: Held through SLP V Titus Holdings II, L.P.)→ Common Stock - Disposition to Issuer
Common Stock
2022-10-27$54.20/sh−2,074,800$112,454,160→ 0 total(indirect: Held through Silver Lake Partners V DE (AIV V), L.P.) - Disposition to Issuer
0.375% Convertible Senior Notes due 2025
2022-10-27(indirect: Held through SLA CM Titus Holdings, L.P.)→ Common Stock
Transactions
- Disposition to Issuer
Common Stock
2022-10-27$54.20/sh−2,074,800$112,454,160→ 0 total(indirect: Held through Silver Lake Partners V DE (AIV V), L.P.) - Disposition to Issuer
Common Stock
2022-10-27$54.20/sh−22,682$1,229,364→ 0 total(indirect: See Footnote) - Disposition to Issuer
0.375% Convertible Senior Notes due 2025
2022-10-27(indirect: Held through SLP V Titus Holdings II, L.P.)→ Common Stock - Disposition to Issuer
0.375% Convertible Senior Notes due 2025
2022-10-27(indirect: Held through SLA CM Titus Holdings, L.P.)→ Common Stock - Disposition to Issuer
Common Stock
2022-10-27$54.20/sh−25,200$1,365,840→ 0 total(indirect: Held through Silver Lake Technology Investors V, L.P.)
Transactions
- Disposition to Issuer
Common Stock
2022-10-27$54.20/sh−2,074,800$112,454,160→ 0 total(indirect: Held through Silver Lake Partners V DE (AIV V), L.P.) - Disposition to Issuer
Common Stock
2022-10-27$54.20/sh−22,682$1,229,364→ 0 total(indirect: See Footnote) - Disposition to Issuer
0.375% Convertible Senior Notes due 2025
2022-10-27(indirect: Held through SLP V Titus Holdings II, L.P.)→ Common Stock - Disposition to Issuer
0.375% Convertible Senior Notes due 2025
2022-10-27(indirect: Held through SLA CM Titus Holdings, L.P.)→ Common Stock - Disposition to Issuer
Common Stock
2022-10-27$54.20/sh−25,200$1,365,840→ 0 total(indirect: Held through Silver Lake Technology Investors V, L.P.)
Transactions
- Disposition to Issuer
Common Stock
2022-10-27$54.20/sh−25,200$1,365,840→ 0 total(indirect: Held through Silver Lake Technology Investors V, L.P.) - Disposition to Issuer
0.375% Convertible Senior Notes due 2025
2022-10-27(indirect: Held through SLP V Titus Holdings II, L.P.)→ Common Stock - Disposition to Issuer
Common Stock
2022-10-27$54.20/sh−22,682$1,229,364→ 0 total(indirect: See Footnote) - Disposition to Issuer
0.375% Convertible Senior Notes due 2025
2022-10-27(indirect: Held through SLA CM Titus Holdings, L.P.)→ Common Stock - Disposition to Issuer
Common Stock
2022-10-27$54.20/sh−2,074,800$112,454,160→ 0 total(indirect: Held through Silver Lake Partners V DE (AIV V), L.P.)
SLP V Aggregator GP, L.L.C.
Director
Transactions
- Disposition to Issuer
Common Stock
2022-10-27$54.20/sh−22,682$1,229,364→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2022-10-27$54.20/sh−2,074,800$112,454,160→ 0 total(indirect: Held through Silver Lake Partners V DE (AIV V), L.P.) - Disposition to Issuer
Common Stock
2022-10-27$54.20/sh−25,200$1,365,840→ 0 total(indirect: Held through Silver Lake Technology Investors V, L.P.) - Disposition to Issuer
0.375% Convertible Senior Notes due 2025
2022-10-27(indirect: Held through SLA CM Titus Holdings, L.P.)→ Common Stock - Disposition to Issuer
0.375% Convertible Senior Notes due 2025
2022-10-27(indirect: Held through SLP V Titus Holdings II, L.P.)→ Common Stock
SLP V Titus Holdings II, L.P.
Director
Transactions
- Disposition to Issuer
0.375% Convertible Senior Notes due 2025
2022-10-27(indirect: Held through SLA CM Titus Holdings, L.P.)→ Common Stock - Disposition to Issuer
Common Stock
2022-10-27$54.20/sh−25,200$1,365,840→ 0 total(indirect: Held through Silver Lake Technology Investors V, L.P.) - Disposition to Issuer
Common Stock
2022-10-27$54.20/sh−22,682$1,229,364→ 0 total(indirect: See Footnote) - Disposition to Issuer
0.375% Convertible Senior Notes due 2025
2022-10-27(indirect: Held through SLP V Titus Holdings II, L.P.)→ Common Stock - Disposition to Issuer
Common Stock
2022-10-27$54.20/sh−2,074,800$112,454,160→ 0 total(indirect: Held through Silver Lake Partners V DE (AIV V), L.P.)
SLP V Titus GP II, L.L.C.
Director
Transactions
- Disposition to Issuer
0.375% Convertible Senior Notes due 2025
2022-10-27(indirect: Held through SLP V Titus Holdings II, L.P.)→ Common Stock - Disposition to Issuer
Common Stock
2022-10-27$54.20/sh−2,074,800$112,454,160→ 0 total(indirect: Held through Silver Lake Partners V DE (AIV V), L.P.) - Disposition to Issuer
Common Stock
2022-10-27$54.20/sh−22,682$1,229,364→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2022-10-27$54.20/sh−25,200$1,365,840→ 0 total(indirect: Held through Silver Lake Technology Investors V, L.P.) - Disposition to Issuer
0.375% Convertible Senior Notes due 2025
2022-10-27(indirect: Held through SLA CM Titus Holdings, L.P.)→ Common Stock
Footnotes (11)
- [F1]On October 27, 2022, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), X Holdings II, Inc. merged with and into Twitter, Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of X Holdings I, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $54.20 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Egon Durban resigned from the board of directors of the Issuer effective upon closing of the Merger.
- [F10]Following the Merger, the 0.375% Convertible Senior Notes due 2025 ("Convertible Notes") are no longer convertible into shares of Common Stock, but instead automatically became convertible into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 24.0964 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $41.50 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes to reflect the increase in the conversion rate applicable to the Convertible Notes surrendered in connection with a make-whole fundamental change, multiplied by the Merger Consideration.
- [F11]The Convertible Notes mature on March 15, 2025, subject to earlier redemption, repurchase or conversion in accordance with their terms. On October 28, 2022 the Convertible Notes were converted.
- [F2]Represents securities held by Silver Lake Partners V DE (AIV V), L.P. ("SLP V").
- [F3]Represents securities held by Silver Lake Technology Investors V, L.P. ("SLTI V").
- [F4]Represents securities held by SLP V Titus Holdings II, L.P. ("SLP Titus II"). SLP V Titus GP II, L.L.C ("SLP Titus GP II") is the general partner of SLP Titus II. SLP V Aggregator GP, L.L.C. ("SLP V GP") is the sole member of SLP Titus GP II.
- [F5]Silver Lake Technology Associates V, L.P. ("SLTA V") is the general partner of each of SLP V, SLTI V and SLP V GP. SLTA V (GP), L.L.C. ("SLTA V GP") is the general partner of SLTA V.
- [F6]Represents securities held by SLA CM Titus Holdings, L.P. ("SLA Titus"). SLA CM Titus GP, L.L.C. ("SLA Titus GP") is the general partner of SLA Titus. SL Alpine Aggregator GP, L.L.C. ("SLA GP") is the sole member of SLA Titus GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the general partner of SLA GP. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA.
- [F7]Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA V GP and SLAA GP. Mr. Egon Durban served as a member of the board of directors of the Issuer until closing of the Merger and is Co-CEO and Managing Member of SLG. Each of SLP V, SLTI V, SLP Titus II, SLP Titus GP II, SLP V GP, SLTA V, SLTA V GP, SLA Titus, SLA Titus GP, SLA GP, SLAA, SLAA GP and SLG may be deemed to have been a director by deputization of the Issuer.
- [F8]Includes 5,752 restricted stock units which were canceled in connection with the Merger and converted into the right to receive an amount of cash equal to the product of the number of shares subject to such restricted stock unit multiplied by the Merger Consideration.
- [F9]These securities were held by Mr. Durban for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates, and certain of the funds they manage ("Silver Lake"). Mr. Durban served as a member of the board of directors of the Issuer. Pursuant to Mr. Durban's arrangement with Silver Lake with respect to director compensation, upon the sale of these securities, the proceeds from such sale(s) are to be remitted to Silver Lake's limited partners.
Documents
Issuer
TWITTER, INC.
CIK 0001418091
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001737657
Filing Metadata
- Form type
- 4
- Filed
- Oct 30, 8:00 PM ET
- Accepted
- Oct 31, 9:00 PM ET
- Size
- 30.7 KB