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

Role: Chief Accounting Officer
Signature: /s/ Robert Kaiden
Stock symbol: TWTR
Transactions as of: Oct 27, 2022
Transactions value $: $0
Form type: 4
Date filed: 10/31/2022, 08:58 PM
Previous filing: Aug 3, 2022
Next filing: Mar 23, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TWTR	Common Stock	Disposed to Issuer	$0	-20.3K	-100%	$0.00^*	0	Oct 27, 2022	See footnote	F1, F2
transaction	TWTR	Common Stock	Disposed to Issuer	$0	-143K	-100%	$0.00^*	0	Oct 27, 2022	See footnote	F2, F3

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

Robert Kaiden 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	2,073 shares are held in a trust pursuant to the Kaiden Family Trust Agreement, for which the Reporting Person serves as trustee.
F3	Pursuant to the Merger Agreement, effective as of the effective time of the Merger (the "Effective Time"), each unvested Restricted Stock Units 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, which resulting amount will vest and become payable through the vesting dates applicable to such Issuer RSU, subject to the holder's continued service with Parent and its affiliates, and remain subject to the same terms and conditions as such Issuer RSU was subject to immediately prior to the Effective Time.