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Filing Details

Accession Number:: 0001062993-22-012933
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-05-18 20:19:56
Reporting Period:: 2022-05-13

Accepted Time:: 2022-05-18 20:19:56
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1418091	Twitter Inc.	TWTR	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1035410	Al Abdulaziz Bin Talal Bin Alwaleed Prince H R H Saud	C/O Kingdom Holding Company Kingdom Centre - Floor 66 P.o. Box 1 Riyadh T0 11321		No	No	No	Yes

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2022-05-13	490,000	$40.73	30,590,078	No	4	P	Direct
Common Stock	Disposition	2022-05-18	490,000	$37.27	30,100,078	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct
No	4	S	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	4,848,897	Indirect	By Kingdom Holding Company

Footnotes

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $40.70 to $40.76, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.12 to $37.50, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Kingdom Holding Company, a company organized in the Kingdom of Saudi Arabia ("KHC"), owns directly 1,811,771 shares of Common Stock and indirectly 3,037,126 shares of Common Stock through its wholly-owned subsidiaries Kingdom 5-KR-222, Ltd., a Cayman Islands company, and Kingdom 5-KR-252, Ltd., a Cayman Islands company ("KR-252"). The Reporting Person owns 95% of KHC and therefore may be deemed the beneficial owner, for purposes of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 (the "Exchange Act"), of the 4,848,897 shares of Common Stock owned directly and indirectly by KHC. The Reporting Person acquired the 34,948,975 shares of Common Stock reported herein more than five years ago.
The shares of Common Stock reported herein represent approximately 4.6% of the Issuer's outstanding shares of Common Stock (based on 764,180,688 shares of Common Stock outstanding as of April 22, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2022). As disclosed in a Schedule 13D filed by the Reporting Person on May 9, 2022, on May 4, 2022, the Reporting Person and KHC, on behalf of Kingdom 5-KR-289, Ltd., a Cayman Islands company, which is wholly-owned by the Reporting Person, and KR-252, respectively, delivered to X Holdings I, Inc. ("Parent"), an entity wholly-owned by Elon Musk (the "Principal"), an equity financing commitment letter (the "HRH Equity Commitment Letter") in connection with Parent's proposed acquisition of the Issuer, pursuant to an Agreement and Plan of Merger, made and entered into as of April 25, 2022, by and among the Issuer, Parent, X Holdings II, Inc., (continued on footnote 5)
(continued from footnote 4) a direct wholly-owned subsidiary of Parent, and, solely for the purpose of certain specified provisions, the Principal. By virtue of the HRH Equity Commitment Letter, the Reporting Person and the Principal may be deemed to have formed a "group" for purposes of Section 13(d)(3) of the Exchange Act. Collectively, the "group" may be deemed to beneficially own an aggregate of 108,064,013 shares of Common Stock, which represents approximately 14.1% of the Issuer's outstanding shares of Common Stock. Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission that the Reporting Person and the Principal are members of any such group. The Reporting Person disclaims the existence of any such group and disclaims any obligation to report his ownership of or transactions in the Issuer's Common Stock pursuant to Section 16(a) of the Exchange Act.