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Form 4 TWITTER, INC. For: Oct 27 Filed by: SEGAL NED D.

December 2, 2022 9:16 PM EST

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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 *
SEGAL NED D.

(Last) (First) (Middle)
C/O TWITTER, INC.
1355 MARKET STREET, SUITE 900

(Street)
SAN FRANCISCO CA 94103

(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
X Officer (give title below) Other (specify below)
Former Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/27/2022
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 10/27/2022   D (1)   378,264 D (2) 0 D  
Common Stock 10/27/2022   D (1)   310,069 D (3) 0 D  
Common Stock 10/27/2022   D (1)   257,213 D (4) 0 D  
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
Restricted Stock Unit $ 0 10/27/2022   D (1)     241,508   (4)   (4) Common Stock 241,508 (4) 0 D  
Explanation of Responses:
1. 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.
2. 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").
3. 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.
4. 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.
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.
/s/ Ned Segal 12/02/2022
** 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.
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