| 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) 12/16/2021 | ||||||||||||||||||||||||||
| 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 | ||||||
| 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 | ||||||||
| 0.375% Convertible Senior Notes due 2025(1)(2) | $41.5(4) | 12/16/2021 | J(1)(2) | $800,000,000 | (5) | (5) | Common Stock | 19,277,120(6) | $0.00(1)(2) | 0(1)(2) | D(3) | ||||
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. The aggregate amount of 0.375% Convertible Senior Notes due 2025 (the "Convertible Notes") held by affiliates of Silver Lake Group, L.L.C. has not changed since the date of original acquisition, and is not changing now. This Form 4 is filed by SLP V Titus Holdings, L.P. ("SLP Titus") and its general partner, SLP V Titus GP, L.L.C ("SLP Titus GP"), in connection with an internal reorganization of certain investments held on behalf of certain investment funds affiliated with Silver Lake ("SLP Funds"). In connection with such internal reorganization, SLP Titus made an in-kind distribution of the Convertible Notes it directly held, which Convertible Notes were transferred to a new affiliated holding vehicle, SLP V Titus Holdings II, L.P. ("SLP Titus II"). SLP Titus II and its general partner, SLP V Titus GP II, L.L.C., and SLP V Aggregator GP, L.L.C., the sole member of SLP V Titus GP II, L.L.C., are separately filing a Form 3 reporting SLP Titus II's ownership of the Convertible Notes. |
| 2. The transfer referred to above in footnote (1) did not represent any change in pecuniary interest of any of the SLP Funds or their affiliates. Not included on this Form 4 is $200,000,000 principal amount of Convertible Notes acquired by SLA CM Titus Holdings, L.P. in the original acquisition and which SLA CM Titus Holdings, L.P. continues to hold. |
| 3. Represents securities held by SLP Titus. SLP Titus GP is the general partner of SLP Titus. SLP V Aggregator GP, L.L.C. is the sole member of SLP Titus GP. Silver Lake Technology Associates V, L.P. ("SLTA V") is the managing member of SLP Aggregator GP, L.L.C. SLTA V (GP), L.L.C. ("SLTA V GP") is the general partner of SLTA V. Silver Lake Group, L.L.C. is the managing member of SLTA V GP. |
| 4. The current conversion rate of 24.0964 shares of common stock of the Issuer ("Common Stock") per $1,000 principal amount of Convertible Notes is equivalent to a conversion price of approximately $41.50 per share of Common Stock. 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. |
| 5. The Convertible Notes mature on March 15, 2025, subject to earlier redemption, repurchase or conversion in accordance with their terms. |
| 6. 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 current conversion rate, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. |
| Remarks: |
| The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended (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 of SLP V Titus GP, L.L.C. | 12/17/2021 | |
| By: /s/ Andrew J. Schader, Managing Director of SLP V Titus GP, L.L.C., general partner of SLP V Titus Holdings, L.P. | 12/17/2021 | |
| ** 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. | ||
