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

Reporting relationship: Chief Accounting Officer
Issuer ticker: N/A
Reported as of: 27 Oct 2022
Net transaction value: $0
SEC form: 4
Accepted by SEC: 31 Oct 2022, 20:58:01 UTC
Prior SEC filing: 03 Aug 2022
Next SEC filing: 23 Mar 2023
Source filing: View source filing
Reporting owner signature: /s/ Robert Kaiden

Filing notes and source

Key filing fact

Robert Kaiden filed Form 4 for TWITTER, INC. on 31 Oct 2022.

Key facts

This page summarizes Robert Kaiden's Form 4 filing for TWITTER, INC..
2 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 31 Oct 2022, 20:58.

Change

Previous filing in this sequence was filed on 03 Aug 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: -20,266
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: -142,840
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 27 Oct 2022
Ownership: See footnote
Footnotes: F2, F3

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

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

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

Explanation of responses 3 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

2,073 shares are held in a trust pursuant to the Kaiden Family Trust Agreement, for which the Reporting Person serves as trustee.

Footnote 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.