| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TWTR | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -30.1M | -100% | 0 | Oct 27, 2022 | Direct | F1 | ||
| transaction | TWTR | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -4.85M | -100% | 0 | Oct 27, 2022 | By Kingdom Holding Company | F1, F2, F3, F4 |
| Id | Content |
|---|---|
| F1 | Pursuant to a Rollover and Contribution Agreement (the "Rollover Agreement"), dated October 26, 2022, by and among X Holdings I, Inc. ("Parent"), an entity wholly-owned by Elon Musk (the "Principal"), the Reporting Person and Kingdom Holding Company ("KHC"), a company organized in the Kingdom of Saudi Arabia, immediately prior to the effective time of the merger of the Issuer and X Holdings II, Inc., a direct wholly owned subsidiary of Parent, these shares of the Issuer's common stock ("Common Stock") were contributed by the Reporting Person and KHC to Parent in exchange for 1,894,234.45 shares of common stock of Parent. |
| F2 | KHC owned 4,848,897 shares of Common Stock. The Reporting Person owns 95% of KHC and therefore may have been deemed to be the beneficial owner, for purposes of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 (the "Exchange Act"), of the 4,848,897 shares of Common Stock owned by KHC. The Reporting Person acquired the 34,948,975 shares of Common Stock reported herein more than five years ago. |
| F3 | The shares of Common Stock reported herein represented approximately 4.6% of the Issuer's outstanding shares of Common Stock (based on 765,246,152 shares of Common Stock outstanding as of July 22, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended June 30, 2022). As disclosed in a Schedule 13D filed by the Reporting Person on May 9, 2022, as amended by Amendment No. 1 to the Schedule 13D filed by the Reporting Person on October 31, 2022, on May 4, 2022, the Reporting Person and KHC, on behalf of Kingdom 5-KR-289, Ltd., a Cayman Islands company, which is wholly-owned by the Reporting Person, and KR-252, respectively, delivered to Parent an equity financing commitment letter (the "HRH Equity Commitment Letter") in connection with Parent's proposed acquisition of the Issuer, pursuant to an Agreement and Plan of Merger ("Merger Agreement"), dated April 25, 2022, by and among the Issuer, Parent, X Holdings II, Inc., (cont.) |
| F4 | (continued from footnote 3), and, solely for the purpose of certain specified provisions, the Principal. By virtue of the HRH Equity Commitment Letter and the Rollover Agreement, the Reporting Person and the Principal may be deemed to have formed a "group" for purposes of Section 13(d)(3) of the Exchange Act. Collectively, the "group" may be deemed to beneficially own an aggregate of 108,064,013 shares of Common Stock, which represents approximately 14.1% of the Issuer's outstanding shares of Common Stock. Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission that the Reporting Person and the Principal are members of any such group. The Reporting Person disclaims the existence of any such group and disclaims any obligation to report his ownership of or transactions in the Issuer's Common Stock pursuant to Section 16(a) of the Exchange Act. |