4//SEC Filing
Kordestani Omid 4
Accession 0001418091-22-000187
CIK 0001418091other
Filed
Oct 30, 8:00 PM ET
Accepted
Oct 31, 8:59 PM ET
Size
11.8 KB
Accession
0001418091-22-000187
Insider Transaction Report
Form 4
TWITTER, INC.TWTR
Kordestani Omid
DirectorExecutive Chairman
Transactions
- Disposition to Issuer
Common Stock
2022-10-27−185,760→ 0 total(indirect: See footnote) - Disposition to Issuer
Common Stock
2022-10-27−4,541→ 0 total(indirect: See footnote) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2022-10-27−800,000→ 0 totalExercise: $29.06→ Common Stock (800,000 underlying) - Disposition to Issuer
Common Stock
2022-10-27−50,000→ 0 total(indirect: See footnote)
Footnotes (5)
- [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]These shares are held of record by the Omid Kordestani Revocable Trust dated June 8, 2011, for which the Reporting Person serves as a Trustee.
- [F3]Unvested Restricted Stock Units of the Issuer ("Issuer RSUs"), as of immediately prior to the Closing Date, were cancelled and converted into the right to receive the Merger Consideration.
- [F4]Unvested Performance Restricted Stock Units of the Issuer ("Issuer PRSUs"), outstanding, as of immediately prior to the Closing Date, were cancelled and converted into the right to receive the Merger Consideration.
- [F5]Options to purchase common stock of the Issuer, outstanding and vested as of immediately prior to the Closing Date, were cancelled and converted into the right to receive the Merger Consideration, less the exercise price per share of such cancelled option. These options are fully vested.
Documents
Issuer
TWITTER, INC.
CIK 0001418091
Entity typeother
Related Parties
1- filerCIK 0001294397
Filing Metadata
- Form type
- 4
- Filed
- Oct 30, 8:00 PM ET
- Accepted
- Oct 31, 8:59 PM ET
- Size
- 11.8 KB