4//SEC Filing
Agrawal Parag 4
Accession 0001140361-22-044318
CIK 0001418091other
Filed
Dec 1, 7:00 PM ET
Accepted
Dec 2, 9:16 PM ET
Size
12.1 KB
Accession
0001140361-22-044318
Insider Transaction Report
Form 4
TWITTER, INC.TWTR
Agrawal Parag
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Common Stock
2022-10-27−129,605→ 0 total - Disposition to Issuer
Common Stock
2022-10-27−327,847→ 0 total - Disposition to Issuer
Common Stock
2022-10-27−470,354→ 0 total - Disposition to Issuer
Restricted Stock Unit
2022-10-27−241,508→ 0 totalExercise: $0.00→ Common Stock (241,508 underlying)
Footnotes (4)
- [F1]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.
- [F2]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").
- [F3]Pursuant to the Merger Agreement, effective as of the effective time of the Merger (the "Effective Time"), together with the terms of each of the Twitter, Inc. Change of Control and Involuntary Termination Protection Policy, that certain Participation Agreement by and between the reporting person and the Issuer thereunder, dated November 28, 2021, and that certain offer letter by and between the reporting person and the Issuer, dated November 28, 2021 (collectively, the "Severance Terms"), each unvested time-based restricted stock unit 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.
- [F4]Pursuant to the Merger Agreement, effective as of the Effective Time, together with the Severance Terms, each unvested performance-based restricted stock unit of the Issuer (each, an "Issuer PSU") 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 PSU based on the achievement of the applicable performance metrics at the target level of performance and (ii) the Merger Consideration.
Documents
Issuer
TWITTER, INC.
CIK 0001418091
Entity typeother
Related Parties
1- filerCIK 0001897113
Filing Metadata
- Form type
- 4
- Filed
- Dec 1, 7:00 PM ET
- Accepted
- Dec 2, 9:16 PM ET
- Size
- 12.1 KB