| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TWTR | Common Stock | Disposed to Issuer | -$112M | -2.07M | -100% | $54.20 | 0 | Oct 27, 2022 | Held through Silver Lake Partners V DE (AIV V), L.P. | F1, F2, F5, F7 |
| transaction | TWTR | Common Stock | Disposed to Issuer | -$1.37M | -25.2K | -100% | $54.20 | 0 | Oct 27, 2022 | Held through Silver Lake Technology Investors V, L.P. | F1, F3, F5, F7 |
| transaction | TWTR | Common Stock | Disposed to Issuer | -$1.23M | -22.7K | -100% | $54.20 | 0 | Oct 27, 2022 | See Footnote | F1, F8, F9 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TWTR | 0.375% Convertible Senior Notes due 2025 | Disposed to Issuer | -$800M | $0 | Oct 27, 2022 | Common Stock | Held through SLP V Titus Holdings II, L.P. | F1, F4, F5, F7, F10, F11 | |||||
| transaction | TWTR | 0.375% Convertible Senior Notes due 2025 | Disposed to Issuer | -$200M | $0 | Oct 27, 2022 | Common Stock | Held through SLA CM Titus Holdings, L.P. | F1, F6, F7, F10, F11 |
Slaa (Gp), L.L.C. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | On October 27, 2022, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), X Holdings II, Inc. merged with and into Twitter, Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of X Holdings I, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $54.20 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Egon Durban resigned from the board of directors of the Issuer effective upon closing of the Merger. |
| F2 | Represents securities held by Silver Lake Partners V DE (AIV V), L.P. ("SLP V"). |
| F3 | Represents securities held by Silver Lake Technology Investors V, L.P. ("SLTI V"). |
| F4 | Represents securities held by SLP V Titus Holdings II, L.P. ("SLP Titus II"). SLP V Titus GP II, L.L.C ("SLP Titus GP II") is the general partner of SLP Titus II. SLP V Aggregator GP, L.L.C. ("SLP V GP") is the sole member of SLP Titus GP II. |
| F5 | Silver Lake Technology Associates V, L.P. ("SLTA V") is the general partner of each of SLP V, SLTI V and SLP V GP. SLTA V (GP), L.L.C. ("SLTA V GP") is the general partner of SLTA V. |
| F6 | Represents securities held by SLA CM Titus Holdings, L.P. ("SLA Titus"). SLA CM Titus GP, L.L.C. ("SLA Titus GP") is the general partner of SLA Titus. SL Alpine Aggregator GP, L.L.C. ("SLA GP") is the sole member of SLA Titus GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the general partner of SLA GP. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. |
| F7 | Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA V GP and SLAA GP. Mr. Egon Durban served as a member of the board of directors of the Issuer until closing of the Merger and is Co-CEO and Managing Member of SLG. Each of SLP V, SLTI V, SLP Titus II, SLP Titus GP II, SLP V GP, SLTA V, SLTA V GP, SLA Titus, SLA Titus GP, SLA GP, SLAA, SLAA GP and SLG may be deemed to have been a director by deputization of the Issuer. |
| F8 | Includes 5,752 restricted stock units which were canceled in connection with the Merger and converted into the right to receive an amount of cash equal to the product of the number of shares subject to such restricted stock unit multiplied by the Merger Consideration. |
| F9 | These securities were held by Mr. Durban for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates, and certain of the funds they manage ("Silver Lake"). Mr. Durban served as a member of the board of directors of the Issuer. Pursuant to Mr. Durban's arrangement with Silver Lake with respect to director compensation, upon the sale of these securities, the proceeds from such sale(s) are to be remitted to Silver Lake's limited partners. |
| F10 | Following the Merger, the 0.375% Convertible Senior Notes due 2025 ("Convertible Notes") are no longer convertible into shares of Common Stock, but instead automatically became convertible into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 24.0964 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $41.50 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes to reflect the increase in the conversion rate applicable to the Convertible Notes surrendered in connection with a make-whole fundamental change, multiplied by the Merger Consideration. |
| F11 | The Convertible Notes mature on March 15, 2025, subject to earlier redemption, repurchase or conversion in accordance with their terms. On October 28, 2022 the Convertible Notes were converted. |
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under Securities Exchange Act of 1934, as amended (the "Exchange Act"). Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4. This filing shall not be deemed an admission that any Reporting Person engaged in a transaction subject to Section 16 of the Exchange Act or is a beneficial owner 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.