Vijaya Gadde - Oct 27, 2022 Form 4 Insider Report for TWITTER, INC. (TWTR)

Role: Former Chief Legal Officer
Signature: /s/ Vijaya Gadde
Stock symbol: TWTR
Transactions as of: Oct 27, 2022
Transactions value $: $0
Form type: 4
Date filed: 12/2/2022, 08:16 PM
Previous filing: Sep 9, 2022
Next filing: Nov 9, 2022

Transactions Table

Type	Sym	Class	Transaction	Shares	Change %	Date	Ownership	Footnotes
transaction	TWTR	Common Stock	Disposed to Issuer	-624K	-100%	Oct 27, 2022	See Footnote	F1, F2, F3
transaction	TWTR	Common Stock	Disposed to Issuer	-269K	-100%	Oct 27, 2022	Direct	F1, F4
transaction	TWTR	Common Stock	Disposed to Issuer	-204K	-100%	Oct 27, 2022	Direct	F1, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TWTR	Restricted Stock Unit	Disposed to Issuer		-242K	-100%		0	Oct 27, 2022	Common Stock	242K	$0.00	Direct	F1, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Vijaya Gadde is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated April 25, 2022, by and among the Issuer, X Holdings I, Inc., a Delaware corporation ("Parent"), X Holdings II, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent ("Acquisition Sub"), and, solely for the purpose of certain provisions of the Merger Agreement, Elon R. Musk, on October 27, 2022 (the "Closing Date"), Acquisition Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Parent.
F2	In connection with the Merger, these shares were cancelled and converted into the right to receive $54.20 in cash, without interest, per share, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration").
F3	850 shares are held by the reporting person and spouse in a joint tenant holding account.
F4	Pursuant to the Merger Agreement, effective as of the effective time of the Merger (the "Effective Time"), together with the terms of each of the Twitter, Inc. Change of Control and Involuntary Termination Protection Policy, that certain Participation Agreement by and between the reporting person and the Issuer thereunder, dated November 28, 2021, and that certain offer letter by and between the reporting person and the Issuer, dated November 28, 2021 (collectively, the "Severance Terms"), each unvested time-based restricted stock unit of the Issuer (each, an "Issuer RSU") was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Issuer Common Stock subject to such Issuer RSU and (ii) the Merger Consideration.
F5	Pursuant to the Merger Agreement, effective as of the Effective Time, together with the Severance Terms, each unvested performance-based restricted stock unit of the Issuer (each, an "Issuer PSU") was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Issuer Common Stock subject to such Issuer PSU based on the achievement of the applicable performance metrics at the target level of performance and (ii) the Merger Consideration.

Remarks:

The foregoing descriptions in notes (2), (4) and (5) are qualified in their entirety by reference to the terms of the Merger Agreement and the Severance Terms. In the event of any conflict between the descriptions above and the terms set forth in the Merger Agreement or the Severance Terms, as applicable, the terms set forth in the Merger Agreement or the Severance Terms, as applicable, shall control.