Sec Form 4 Filing - SLAA (GP), L.L.C. @ TWITTER, INC. - 2022-10-27

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SLAA (GP), L.L.C.
2. Issuer Name and Ticker or Trading Symbol
TWITTER, INC. [ TWTR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
10/27/2022
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/27/2022 D( 1 ) 2,074,800 D $ 54.2( 1 ) 0 I Held through Silver Lake Partners V DE (AIV V), L.P.( 2 )( 5 )( 7 )
Common Stock 10/27/2022 D( 1 ) 25,200 D $ 54.2( 1 ) 0 I Held through Silver Lake Technology Investors V, L.P.( 3 )( 5 )( 7 )
Common Stock 10/27/2022 D( 1 ) 22,682( 8 ) D $ 54.2( 1 ) 0 I See Footnote( 9 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
0.375% Convertible Senior Notes due 2025 ( 1 )( 10 ) 10/27/2022 D( 1 )( 10 ) ( 11 ) ( 11 ) Common Stock ( 10 ) ( 1 )( 10 ) $ 0 I Held through SLP V Titus Holdings II, L.P.( 4 )( 5 )( 7 )
0.375% Convertible Senior Notes due 2025 ( 1 )( 10 ) 10/27/2022 D( 1 )( 10 ) ( 11 ) ( 11 ) Common Stock ( 10 ) ( 1 )( 10 ) $ 0 I Held through SLA CM Titus Holdings, L.P.( 6 )( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SLAA (GP), L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
Silver Lake Group, L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
Silver Lake Alpine Associates, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
SL Alpine Aggregator GP, L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
SLA CM Titus GP, L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
SLA CM Titus Holdings, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
Durban Egon
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
Signatures
/s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C. 10/31/2022
Signature of Reporting Person Date
/s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C. 10/31/2022
Signature of Reporting Person Date
/s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., general partner of Silver Lake Alpine Associates, L.P. 10/31/2022
Signature of Reporting Person Date
/s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., general partner of Silver Lake Alpine Associates, L.P., managing member of SL Alpine Aggregator GP, L.L.C. 10/31/2022
Signature of Reporting Person Date
/s/ Andrew J. Schader, Managing Director of SLA CM Titus GP, L.L.C. 10/31/2022
Signature of Reporting Person Date
/s/ Andrew J. Schader, Managing Director of SLA CM Titus GP, L.L.C., general partner of SLA CM Titus Holdings, L.P. 10/31/2022
Signature of Reporting Person Date
/s/ Egon Durban 10/31/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On October 27, 2022, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), X Holdings II, Inc. merged with and into Twitter, Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of X Holdings I, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $54.20 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Egon Durban resigned from the board of directors of the Issuer effective upon closing of the Merger.
( 2 )Represents securities held by Silver Lake Partners V DE (AIV V), L.P. ("SLP V").
( 3 )Represents securities held by Silver Lake Technology Investors V, L.P. ("SLTI V").
( 4 )Represents securities held by SLP V Titus Holdings II, L.P. ("SLP Titus II"). SLP V Titus GP II, L.L.C ("SLP Titus GP II") is the general partner of SLP Titus II. SLP V Aggregator GP, L.L.C. ("SLP V GP") is the sole member of SLP Titus GP II.
( 5 )Silver Lake Technology Associates V, L.P. ("SLTA V") is the general partner of each of SLP V, SLTI V and SLP V GP. SLTA V (GP), L.L.C. ("SLTA V GP") is the general partner of SLTA V.
( 6 )Represents securities held by SLA CM Titus Holdings, L.P. ("SLA Titus"). SLA CM Titus GP, L.L.C. ("SLA Titus GP") is the general partner of SLA Titus. SL Alpine Aggregator GP, L.L.C. ("SLA GP") is the sole member of SLA Titus GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the general partner of SLA GP. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA.
( 7 )Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA V GP and SLAA GP. Mr. Egon Durban served as a member of the board of directors of the Issuer until closing of the Merger and is Co-CEO and Managing Member of SLG. Each of SLP V, SLTI V, SLP Titus II, SLP Titus GP II, SLP V GP, SLTA V, SLTA V GP, SLA Titus, SLA Titus GP, SLA GP, SLAA, SLAA GP and SLG may be deemed to have been a director by deputization of the Issuer.
( 8 )Includes 5,752 restricted stock units which were canceled in connection with the Merger and converted into the right to receive an amount of cash equal to the product of the number of shares subject to such restricted stock unit multiplied by the Merger Consideration.
( 9 )These securities were held by Mr. Durban for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates, and certain of the funds they manage ("Silver Lake"). Mr. Durban served as a member of the board of directors of the Issuer. Pursuant to Mr. Durban's arrangement with Silver Lake with respect to director compensation, upon the sale of these securities, the proceeds from such sale(s) are to be remitted to Silver Lake's limited partners.
( 10 )Following the Merger, the 0.375% Convertible Senior Notes due 2025 ("Convertible Notes") are no longer convertible into shares of Common Stock, but instead automatically became convertible into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 24.0964 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $41.50 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes to reflect the increase in the conversion rate applicable to the Convertible Notes surrendered in connection with a make-whole fundamental change, multiplied by the Merger Consideration.
( 11 )The Convertible Notes mature on March 15, 2025, subject to earlier redemption, repurchase or conversion in accordance with their terms. On October 28, 2022 the Convertible Notes were converted.

Remarks:
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under Securities Exchange Act of 1934, as amended (the "Exchange Act").Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4. This filing shall not be deemed an admission that any Reporting Person engaged in a transaction subject to Section 16 of the Exchange Act or is a beneficial owner of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, or are subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.

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