4//SEC Filing
Kaiden Robert 4
Accession 0001418091-22-000183
CIK 0001418091other
Filed
Oct 30, 8:00 PM ET
Accepted
Oct 31, 8:58 PM ET
Size
8.2 KB
Accession
0001418091-22-000183
Insider Transaction Report
Form 4
TWITTER, INC.TWTR
Kaiden Robert
Chief Accounting Officer
Transactions
- Disposition to Issuer
Common Stock
2022-10-27−142,840→ 0 total(indirect: See footnote) - Disposition to Issuer
Common Stock
2022-10-27−20,266→ 0 total(indirect: See footnote)
Footnotes (3)
- [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. 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").
- [F2]2,073 shares are held in a trust pursuant to the Kaiden Family Trust Agreement, for which the Reporting Person serves as trustee.
- [F3]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.
Documents
Issuer
TWITTER, INC.
CIK 0001418091
Entity typeother
Related Parties
1- filerCIK 0001644368
Filing Metadata
- Form type
- 4
- Filed
- Oct 30, 8:00 PM ET
- Accepted
- Oct 31, 8:58 PM ET
- Size
- 8.2 KB