Twitter (TWTR) Form 3 TWITTER / Egon Durban 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^*

Durban Egon

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/12/2020

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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)

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
0.375% Convertible Senior Notes due 2025(1)(2)	(3)	(4)	Common Stock	19,277,120(5)	41.5(6)	I	Held through SLP V Titus Holdings, L.P(7)
0.375% Convertible Senior Notes due 2025(1)(2)	(3)	(4)	Common Stock	4,819,280(5)	41.5(6)	I	Held through SLA CM Titus Holdings, L.P.(8)

Explanation of Responses:

1. This Form 3 is filed by Mr. Egon Durban in connection with an investment by SLP V Titus Holdings, L.P. ("SLP Titus") and SLA CM Titus Holdings, L.P. ("SLA Titus" and collectively with SLP V Titus GP, L.L.C. ("SLP Titus GP"), Silver Lake Technology Associates V, L.P. ("SLTA V"), SLTA V (GP), L.L.C. ("SLTA V GP"), SLA CM Titus GP, L.L.C. ("SLA Titus GP"), SL Alpine Aggregator GP, L.L.C. ("SLA GP"), Silver Lake Alpine Associates, L.P. ("SLAA"), SLAA (GP), L.L.C. ("SLAA GP") and Silver Lake Group, L.L.C. ("SLG"), "Silver Lake") in securities of Twitter, Inc. (the "Issuer"). Mr. Durban serves as a member of the board of directors of the Issuer and as a Co-CEO and Managing Member of SLG. Each of SLP Titus, SLP Titus GP, SLTA V, SLTA V GP, SLA Titus, SLA Titus GP, SLA GP, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

2. On March 9, 2020, an affiliate of the Reporting Person entered into an Investment Agreement with the Issuer (the "Investment Agreement"), pursuant to which SLP Titus and SLA Titus purchased an aggregate of $1 billion principal amount of the Issuer's 0.375% Convertible Senior Notes due 2025 (the "Convertible Notes") issued under an indenture governing the Convertible Notes.

3. In accordance with the Investment Agreement, SLP Titus and SLA Titus are restricted from exercising the Convertible Notes prior to the earlier of (i) the second anniversary of the date of issuance and (ii) immediately prior to the consummation of a change of control of the Issuer, in each case, subject to certain exceptions.

4. The Convertible Notes mature on March 15, 2025, subject to earlier redemption, repurchase or conversion in accordance with their terms.

5. Upon conversion of the Convertible Notes the Issuer will deliver, at its election, cash, shares of Common Stock or a combination thereof, and upon a redemption of the Convertible Notes at the option of the Issuer the redemption price will be paid in cash, shares of Common Stock or a combination thereof at the election of the holder. This number represents the number of shares of Common Stock issuable upon conversion of the Convertible Notes if the Issuer elects to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the initial conversion rate of 24.0964 shares of Common Stock (the "Conversion Rate"), and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The initial Conversion Rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture governing the Convertible Notes.

6. The initial Conversion Rate is equivalent to an initial conversion price of approximately $41.50 per share of Common Stock.

7. SLP Titus holds $800 million principal amount of Convertible Notes. SLP Titus GP is the general partner of SLP Titus. SLTA V is the managing member of SLP Titus. SLTA V GP is the general partner of SLTA V. SLG is the managing member of SLTA V GP.

8. SLA Titus holds $200 million principal amount of Convertible Notes. SLA Titus GP is the general partner of SLA Titus. SLA GP is the managing member of SLA Titus GP. SLAA is the managing member of SLA GP. SLAA GP is the general partner of SLAA. SLG is the managing member of SLAA GP.

Remarks:

Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, certain Silver Lake entities are filing a separate Form 3. This filing shall not be deemed an admission that Mr. Durban is the beneficial owner of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and Mr. Durban disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

	EGON DURBAN: /s/ Egon Durban	03/20/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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