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*
(Street)
| 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)
| 5. 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 Beneficially Owned | |||
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| 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) | |||||||
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| 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) |
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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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. This Form 3 is filed by SLP V Titus Holdings, L.P. ("SLP Titus"), 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 Holdings, L.P. ("SLA Titus"), 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" and collectively with SLP Titus, SLP Titus GP, SLTA V, SLTA V GP, SLA Titus, SLA Titus GP, SLA GP, SLAA and SLAA GP, "Silver Lake"). Mr. Egon Durban serves as a member of the board of directors of Twitter, Inc. (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 Persons 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, Mr. Egon Durban is filing a separate Form 3. The Reporting Persons are jointly filing this Form 3 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/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C. | 03/20/2020 | |
| By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C. | 03/20/2020 | |
| By: /s/ Andrew J. Schader, Managing Director and General Counsel 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. | 03/20/2020 | |
| By: /s/ Andrew J. Schader, Managing Director and General Counsel 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. managing member of SLP V Titus GP, L.L.C. | 03/20/2020 | |
| By: /s/ Andrew J. Schader, Managing Director and GC 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. managing member of SLP V Titus GP, L.L.C., GP of SLP V Titus Holdings, L.P. | 03/20/2020 | |
| By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C. | 03/20/2020 | |
| By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., general partner of Silver Lake Alpine Associates, L.P. | 03/20/2020 | |
| By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., general partner of Silver Lake Alpine Associates, L.P., managing member of SL Alpine Aggregator GP, L.L.C | 03/20/2020 | |
| By: /s/ Andrew J. Schader, Managing Director and GC of Silver Lake Group, L.L.C., managing member SLAA (GP), L.L.C., GP Silver Lake Alpine Associates, L.P., managing member SL Alpine Aggregator GP, L.L.C., managing member SLA CM Titus GP, L.L.C. | 03/20/2020 | |
| By: /s/ Andrew J. Schader, Managing Director and GC Silver Lake Group, L.L.C., man mem SLAA (GP), L.L.C., GP Silver Lake Alpine Associates, L.P., men mem SL Alpine Aggregator GP, L.L.C., man mem SLA CM Titus GP, L.L.C., GP SLA CM Titus Holdings, L.P. | 03/20/2020 | |
| ** 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). | ||
| 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. | ||