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

Role
Director
Signature
/s/ Omid Kordestani
Stock symbol
TWTR
Transactions as of
Oct 27, 2022
Transactions value $
$0
Form type
4
Date filed
10/31/2022, 08:59 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 -186K -100% $0.00* 0 Oct 27, 2022 See footnote F1, F2
transaction TWTR Common Stock Disposed to Issuer $0 -4.54K -100% $0.00* 0 Oct 27, 2022 See footnote F2, F3
transaction TWTR Common Stock Disposed to Issuer $0 -50K -100% $0.00* 0 Oct 27, 2022 See footnote F2, F4

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 Non-Qualified Stock Option (right to buy) Disposed to Issuer $0 -800K -100% $0.00* 0 Oct 27, 2022 Common Stock 800K $29.06 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Omid Kordestani 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 These shares are held of record by the Omid Kordestani Revocable Trust dated June 8, 2011, for which the Reporting Person serves as a Trustee.
F3 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.
F4 Unvested Performance Restricted Stock Units of the Issuer ("Issuer PRSUs"), outstanding, as of immediately prior to the Closing Date, were cancelled and converted into the right to receive the Merger Consideration.
F5 Options to purchase common stock of the Issuer, outstanding and vested as of immediately prior to the Closing Date, were cancelled and converted into the right to receive the Merger Consideration, less the exercise price per share of such cancelled option. These options are fully vested.