SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol TWITTER, INC. [ TWTR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/06/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/06/2021 | P | 498,677 | A | $43.3573(4) | 498,677 | I | Held through Silver Lake Partners V DE (AIV V), L.P.(1)(3) | ||
| Common Stock | 12/06/2021 | P | 6,057 | A | $43.3573(4) | 6,057 | I | Held through Silver Lake Technology Investors V, L.P.(2)(3) | ||
| Common Stock | 12/06/2021 | P | 884,523 | A | $44.2634(5) | 1,383,200 | I | Held through Silver Lake Partners V DE (AIV V), L.P.(1)(3) | ||
| Common Stock | 12/06/2021 | P | 10,743 | A | $44.2634(5) | 16,800 | I | Held through Silver Lake Technology Investors V, L.P.(2)(3) | ||
| Common Stock | 12/07/2021 | P | 448,575 | A | $45.5255(6) | 1,831,775 | I | Held through Silver Lake Partners V DE (AIV V), L.P.(1)(3) | ||
| Common Stock | 12/07/2021 | P | 5,448 | A | $45.5255(6) | 22,248 | I | Held through Silver Lake Technology Investors V, L.P.(2)(3) | ||
| Common Stock | 12/07/2021 | P | 243,025 | A | $46.0647(7) | 2,074,800 | I | Held through Silver Lake Partners V DE (AIV V), L.P.(1)(3) | ||
| Common Stock | 12/07/2021 | P | 2,952 | A | $46.0647(7) | 25,200 | I | Held through Silver Lake Technology Investors V, L.P.(2)(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents securities held by Silver Lake Partners V DE (AIV V), L.P. (" SLP V") |
| 2. Represents securities held by Silver Lake Technology Investors V, L.P. (" SLTI V") |
| 3. Silver Lake Technology Associates V, L.P. ("SLTA V") is the general partner of each of SLP V and SLTI V. SLTA V (GP), L.L.C. ("SLTA V GP") is the general partner of SLTA V. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA V GP. Mr. Egon Durban serves as a member of the board of directors of Twitter Inc. (the "Issuer") and is Co-CEO and Managing Member of SLG. Each of SLP V, SLTI V, SLTA V, SLTA V GP and SLG may be deemed to be a director by deputization of the Issuer. |
| 4. Represents shares of common stock purchased in multiple transactions at prices ranging from $42.79 to $43.77. The price reported is a weighted average price. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of common stock purchased at each separate price within the ranges set forth in the footnotes to this Form 4. |
| 5. Represents shares of common stock purchased in multiple transactions at prices ranging from $43.775 to $44.71. The price reported is a weighted average price. |
| 6. Represents shares of common stock purchased in multiple transactions at prices ranging from $44.975 to $45.96. The price reported is a weighted average price. |
| 7. Represents shares of common stock purchased in multiple transactions at prices ranging from $45.965 to $46.25. The price reported is a weighted average price. |
| Remarks: |
| The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, or are subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
| By: /s/ Egon Durban, Co-CEO of Silver Lake Group, L.L.C. | 12/08/2021 | |
| By: /s/ Egon Durban, Co-CEO of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C. | 12/08/2021 | |
| By: /s/ Egon Durban, Co-CEO of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C., general partner of Silver Lake Technology Associates V, L.P. | 12/08/2021 | |
| By: /s/ Egon Durban, Co-CEO of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C., general partner of Silver Lake Technology Associates V, L.P., general partner of Silver Lake Partners V DE (AIV V), L.P. | 12/08/2021 | |
| By: /s/ Egon Durban, Co-CEO of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C., GP of Silver Lake Technology Associates V, L.P., general partner of Silver Lake Technology Investors V, L.P. | 12/08/2021 | |
| /s/ Egon Durban | 12/08/2021 | |
| ** 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 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||