Key facts
- This page summarizes Ned D. Segal's Form 4 filing for TWITTER, INC..
- 4 reported transactions and 1 derivative row are listed below.
- Accepted by SEC: 02 Dec 2022, 20:15.
Ned D. Segal - 27 Oct 2022 Form 4 Insider Report for TWITTER, INC.
- Reporting relationship
- Former Chief Financial Officer
- Issuer ticker
- N/A
- Reported as of
- 27 Oct 2022
- Net transaction value
- $0
- SEC form
- 4
- Accepted by SEC
- 02 Dec 2022, 20:15:05 UTC
- Prior SEC filing
- 11 Aug 2022
- Next SEC filing
- 26 May 2023
- Source filing
- View source filing
- Reporting owner signature
- /s/ Ned Segal
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
Ned D. Segal filed Form 4 for TWITTER, INC. on 02 Dec 2022.
Change
- Previous filing in this sequence was filed on 11 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
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
TWTR
transaction
Common Stock
Disposed to Issuer
- Transaction value
- Shares
- -378,264
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 27 Oct 2022
- Ownership
- Direct
- Footnotes
- F1, F2
TWTR
transaction
Common Stock
Disposed to Issuer
- Transaction value
- Shares
- -310,069
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 27 Oct 2022
- Ownership
- Direct
- Footnotes
- F1, F3
TWTR
transaction
Common Stock
Disposed to Issuer
- Transaction value
- Shares
- -257,213
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 27 Oct 2022
- Ownership
- Direct
- Footnotes
- F1, F4
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
TWTR
transaction
Derivative
Restricted Stock Unit
Disposed to Issuer
- Transaction value
- Shares
- -241,508
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 27 Oct 2022
- Ownership
- Direct
- Underlying class
- Common Stock
- Underlying amount
- 241,508
- Exercise price
- $0.000000
- Footnotes
- F1, F4
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
Ned D. Segal is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 4 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.
Footnote F2
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 F3
Pursuant to the Merger Agreement, effective as of the effective time of the Merger (the "Effective Time"), together with the terms of each of the Twitter, Inc. Change of Control and Involuntary Termination Protection Policy, that certain Participation Agreement by and between the reporting person and the Issuer thereunder, dated November 28, 2021, and that certain offer letter by and between the reporting person and the Issuer, dated November 28, 2021 (collectively, the "Severance Terms"), each unvested time-based restricted stock unit 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.
Footnote F4
Pursuant to the Merger Agreement, effective as of the Effective Time, together with the Severance Terms, each unvested performance-based restricted stock unit of the Issuer (each, an "Issuer PSU") 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 PSU based on the achievement of the applicable performance metrics at the target level of performance and (ii) the Merger Consideration.
SEC remarks
The foregoing descriptions in notes (2), (3) and (4) are qualified in their entirety by reference to the terms of the Merger Agreement and the Severance Terms. In the event of any conflict between the descriptions above and the terms set forth in the Merger Agreement or the Severance Terms, as applicable, the terms set forth in the Merger Agreement or the Severance Terms, as applicable, shall control.