| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | TWTR | 0.375% Convertible Senior Notes due 2025 | Dec 16, 2021 | Common Stock | 19.3M | $41.50 | Direct | F1, F2, F3, F4, F5, F6 |
| Id | Content |
|---|---|
| F1 | 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 3 is filed by SLP V Titus Holdings II, L.P. ("SLP Titus II"), its general partner, SLP V Titus GP II, L.L.C ("SLP Titus GP II"), and SLP Titus GP II's sole member, SLP V Aggregator GP, L.L.C. ("SLP V GP"), in connection with an internal reorganization of certain investments held on behalf of certain investment funds affiliated with Silver Lake ("SLP Funds"). |
| F2 | In connection with such internal reorganization, one of the previous direct holders of these Convertible Notes, SLP V Titus Holdings, L.P. made an in-kind distribution of the Convertible Notes it directly held, which Convertible Notes were transferred to a new affiliated holding vehicle, SLP Titus II. Such transfer did not otherwise represent any change in pecuniary interest of any of the SLP Funds or their affiliates. Not included on this form 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. |
| F3 | Represents $800,000,000 principal amount of Convertible Notes held by SLP Titus II. SLP Titus GP II is the general partner of SLP Titus II. SLP V GP is the sole member of SLP Titus GP II. Silver Lake Technology Associates V, L.P. ("SLTA V") is the managing member of SLP V GP. 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. 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 II, SLP Titus GP II, SLTA V, SLTA V GP and SLG may be deemed to be a director by deputization of the Issuer. |
| F4 | The Convertible Notes mature on March 15, 2025, subject to earlier redemption, repurchase or conversion in accordance with their terms. |
| F5 | 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 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. |
| F6 | 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 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.