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

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 27 Oct 2022
Net transaction value: $0
SEC form: 4
Accepted by SEC: 31 Oct 2022, 20:59:23 UTC
Prior SEC filing: 27 May 2022
Next SEC filing: 31 Mar 2026
Source filing: View source filing
Reporting owner signature: /s/ Omid Kordestani

Key filing fact

Omid Kordestani filed Form 4 for TWITTER, INC. on 31 Oct 2022.

Key facts

This page summarizes Omid Kordestani's Form 4 filing for TWITTER, INC..
4 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 31 Oct 2022, 20:59.

Change

Previous filing in this sequence was filed on 27 May 2022.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

TWTR transaction

Common Stock

Disposed to Issuer

Transaction value: $0
Shares: -185,760
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 27 Oct 2022
Ownership: See footnote
Footnotes: F1, F2

TWTR transaction

Common Stock

Disposed to Issuer

Transaction value: $0
Shares: -4,541
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 27 Oct 2022
Ownership: See footnote
Footnotes: F2, F3

TWTR transaction

Common Stock

Disposed to Issuer

Transaction value: $0
Shares: -50,000
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 27 Oct 2022
Ownership: See footnote
Footnotes: F2, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

TWTR transaction Derivative

Non-Qualified Stock Option (right to buy)

Disposed to Issuer

Transaction value: $0
Shares: -800,000
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 27 Oct 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 800,000
Exercise price: $29.06
Footnotes: F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Omid Kordestani is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote 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").

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.