Saud H R H Prince Alwaleed Bin Talal Bin Abdulaziz Al Form 3 TWITTER / H R H PRINCE ALWALEED BIN TALAL BIN ABDULAZIZ AL SAUD ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

SAUD H R H PRINCE ALWALEED BIN TALAL BIN ABDULAZIZ AL

(Last) (First) (Middle)

C/O KINGDOM HOLDING COMPANY

KINGDOM CENTRE - FLOOR 66, P.O. BOX 1

(Street)

RIYADH T0 11321

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/04/2022

3. Issuer Name and Ticker or Trading Symbol
TWITTER, INC. [ TWTR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Possible member of 10% group

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	30,100,078	D
Common Stock	4,848,897	I	By Kingdom Holding Company(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Kingdom Holding Company, a company organized in the Kingdom of Saudi Arabia ("KHC"), owns directly 1,811,771 shares of Common Stock and indirectly 3,037,126 shares of Common Stock through its wholly-owned subsidiaries Kingdom 5-KR-222, Ltd., a Cayman Islands company, and Kingdom 5-KR-252, Ltd., a Cayman Islands company ("KR-252"). The Reporting Person owns 95% of KHC and therefore may be deemed the beneficial owner, for purposes of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 (the "Exchange Act"), of the 4,848,897 shares of Common Stock owned directly and indirectly by KHC. The Reporting Person acquired the 34,948,975 shares of Common Stock reported herein more than five years ago.

2. The shares of Common Stock reported herein represent approximately 4.6% of the Issuer's outstanding shares of Common Stock (based on 764,180,688 shares of Common Stock outstanding as of April 22, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2022). As disclosed in a Schedule 13D filed by the Reporting Person on May 9, 2022, on May 4, 2022, the Reporting Person and KHC, on behalf of Kingdom 5-KR-289, Ltd., a Cayman Islands company, which is wholly-owned by the Reporting Person, and KR-252, respectively, delivered to X Holdings I, Inc. ("Parent"), an entity wholly-owned by Elon Musk (the "Principal"), an equity financing commitment letter (the "HRH Equity Commitment Letter") in connection with Parent's proposed acquisition of the Issuer, pursuant to an Agreement and Plan of Merger, made and entered into as of April 25, 2022, by and among the Issuer, Parent, X Holdings II, Inc., (continued on footnote 3)

3. (continued from footnote 2) a direct wholly-owned subsidiary of Parent, and, solely for the purpose of certain specified provisions, the Principal. By virtue of the HRH Equity Commitment Letter, the Reporting Person and the Principal may be deemed to have formed a "group" for purposes of Section 13(d)(3) of the Exchange Act. Collectively, the "group" may be deemed to beneficially own an aggregate of 108,064,013 shares of Common Stock, which represents approximately 14.1% of the Issuer's outstanding shares of Common Stock. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission that the Reporting Person and the Principal are members of any such group. The Reporting Person disclaims the existence of any such group and disclaims any obligation to report his ownership of or transactions in the Issuer's Common Stock pursuant to Section 16(a) of the Exchange Act.

	/s/ HRH Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud	05/18/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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