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

Role: Director
Signature: /s/ Martha Lane Fox
Stock symbol: TWTR
Transactions as of: Oct 27, 2022
Transactions value $: $0
Form type: 4
Date filed: 10/31/2022, 08:57 PM
Previous filing: May 27, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TWTR	Common Stock	Disposed to Issuer	$0	-34.1K	-100%	$0.00^*	0	Oct 27, 2022	Direct	F1
transaction	TWTR	Common Stock	Disposed to Issuer	$0	-4.54K	-100%	$0.00^*	0	Oct 27, 2022	Direct	F2

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

Martha Lane 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. Parent is wholly owned by Mr. Musk. 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").
F2	Unvested Restricted Stock Units of the Issuer ("Issuer RSUs"), as of immediately prior to the Closing Date, were cancelled and converted into the right to receive the Merger Consideration.

Content

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. Parent is wholly owned by Mr. Musk. 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").

Unvested Restricted Stock Units of the Issuer ("Issuer RSUs"), as of immediately prior to the Closing Date, were cancelled and converted into the right to receive the Merger Consideration.