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Form 4 TWITTER, INC. For: May 13 Filed by: SAUD H R H PRINCE ALWALEED BIN TALAL BIN ABDULAZIZ AL

May 18, 2022 8:21 PM EDT
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
SAUD H R H PRINCE ALWALEED BIN TALAL BIN ABDULAZIZ AL
(Last) (First) (Middle)
C/O KINGDOM HOLDING COMPANY
KINGDOM CENTRE - FLOOR 66 P.O. BOX 1
(Street)
RIYADH T0 11321
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TWITTER, INC. [ TWTR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Possible member of 10% group
3. Date of Earliest Transaction (Month/Day/Year)
05/13/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 05/13/2022   P   490,000 A $ 40.73 (1) 30,590,078 D  
Common Stock 05/18/2022   S   490,000 D $ 37.27 (2) 30,100,078 D  
Common Stock               4,848,897 I By Kingdom Holding Company (3) (4) (5)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. 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)
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.
/s/ HRH Prince Alwaleed Bin Talal Abdulaziz Alsaud 05/18/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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