Initial Statement of Beneficial Ownership (3)
December 17 2021 - 04:36PM
Edgar (US Regulatory)
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP
OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0104
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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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| 1. Name
and Address of Reporting Person * SLP V Titus Holdings II,
L.P. |
2. Date of Event Requiring Statement
(MM/DD/YYYY)
12/16/2021
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3. Issuer Name and Ticker or Trading
Symbol TWITTER, INC. [TWTR] |
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(Last)
(First)
(Middle)
C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 |
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____
Other (specify below)
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(Street)
MENLO
PARK, CA 94025
(City)
(State)
(Zip)
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5. If Amendment, Date Original
Filed(MM/DD/YYYY)
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6. Individual or Joint/Group
Filing(Check Applicable
Line)___ Form filed by One Reporting
Person
_X_ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Beneficially
Owned
|
1.Title of Security
(Instr. 4) |
2. Amount of Securities Beneficially Owned
(Instr. 4) |
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) |
4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
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1. Title of Derivate Security
(Instr. 4) |
2. Date Exercisable and Expiration Date
(MM/DD/YYYY) |
3. Title and Amount of Securities Underlying
Derivative Security
(Instr. 4) |
4. Conversion or Exercise Price of Derivative
Security |
5. Ownership Form of Derivative Security: Direct (D)
or Indirect (I)
(Instr. 5) |
6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
|
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
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0.375% Convertible Senior Notes due 2025 (1)(2) |
(4) |
(4) |
Common Stock |
19277120 (5) |
$41.50 (6) |
D (3) |
|
| Explanation of
Responses: |
| (1) |
The aggregate amount of
0.375% Convertible Senior Notes due 2025 (the "Convertible Notes")
held by affiliates of Silver Lake Group, L.L.C. has not changed
since the date of original acquisition, and is not changing now.
This Form 3 is filed by SLP V Titus Holdings II, L.P. ("SLP Titus
II"), its general partner, SLP V Titus GP II, L.L.C ("SLP Titus GP
II"), and SLP Titus GP II's sole member, SLP V Aggregator GP,
L.L.C. ("SLP V GP"), in connection with an internal reorganization
of certain investments held on behalf of certain investment funds
affiliated with Silver Lake ("SLP Funds"). |
| (2) |
In connection with such
internal reorganization, one of the previous direct holders of
these Convertible Notes, SLP V Titus Holdings, L.P. made an in-kind
distribution of the Convertible Notes it directly held, which
Convertible Notes were transferred to a new affiliated holding
vehicle, SLP Titus II. Such transfer did not otherwise represent
any change in pecuniary interest of any of the SLP Funds or their
affiliates. Not included on this form is $200,000,000 principal
amount of Convertible Notes acquired by SLA CM Titus Holdings, L.P.
in the original acquisition and which SLA CM Titus Holdings, L.P.
continues to hold. |
| (3) |
Represents $800,000,000
principal amount of Convertible Notes held by SLP Titus II. SLP
Titus GP II is the general partner of SLP Titus II. SLP V GP is the
sole member of SLP Titus GP II. Silver Lake Technology Associates
V, L.P. ("SLTA V") is the managing member of SLP V GP. SLTA V (GP),
L.L.C. ("SLTA V GP") is the general partner of SLTA V. Silver Lake
Group, L.L.C. is the managing member of SLTA V GP. Mr. Egon Durban
serves as a member of the board of directors of Twitter, Inc. (the
"Issuer") and as a Co-CEO and Managing Member of SLG. Each of SLP
Titus II, SLP Titus GP II, SLTA V, SLTA V GP and SLG may be deemed
to be a director by deputization of the Issuer. |
| (4) |
The Convertible Notes mature
on March 15, 2025, subject to earlier redemption, repurchase or
conversion in accordance with their terms. |
| (5) |
Upon conversion of the
Convertible Notes the Issuer will deliver, at its election, cash,
shares of Common Stock or a combination thereof, and upon a
redemption of the Convertible Notes at the option of the Issuer the
redemption price will be paid in cash, shares of Common Stock or a
combination thereof at the election of the holder. This number
represents the number of shares of Common Stock issuable upon
conversion of the Convertible Notes if the Issuer elects to settle
its conversion obligation solely through shares of Common Stock by
delivering a number of shares of Common Stock at the current
conversion rate of 24.0964 shares of Common Stock (the "Conversion
Rate"), and cash in lieu of fractional shares of Common Stock, per
$1,000 principal amount of Convertible Notes. The initial
Conversion Rate is subject to adjustment from time to time upon the
occurrence of certain customary events in accordance with the terms
of an indenture governing the Convertible Notes. |
| (6) |
The current conversion rate
of 24.0964 shares of common stock of the Issuer ("Common Stock")
per $1,000 principal amount of Convertible Notes is equivalent to a
conversion price of approximately $41.50 per share of Common
Stock. |
Remarks:
The Reporting Persons are jointly filing this Form 3 pursuant to
Rule 16a-3(j) under the Exchange Act. This filing shall not be
deemed an admission that the Reporting Persons are beneficial
owners 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. |
Reporting
Owners
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|
Reporting Owner Name / Address |
Relationships
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|
Director |
10% Owner |
Officer |
Other |
SLP V Titus Holdings II, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025 |
X |
|
|
|
SLP V Titus GP II, L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025 |
X |
|
|
|
SLP V Aggregator GP, L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025 |
X |
|
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Signatures
|
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By: /s/ Andrew J. Schader, Managing Director and
General Counsel of Silver Lake Group, L.L.C., managing member of
SLTA V (GP), L.L.C., general partner of Silver Lake Technology
Associates V, L.P., managing member of SLP V Aggregator GP,
L.L.C. |
|
12/17/2021 |
| **Signature of Reporting
Person |
Date |
|
By: /s/ Andrew J. Schader, Managing Director of
SLP V Titus GP II, L.L.C. |
|
12/17/2021 |
| **Signature of Reporting
Person |
Date |
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By: /s/Andrew J. Schader, Managing Director of
SLP V Titus GP II, L.L.C., general partner of SLP V Titus Holdings
II, L.P. |
|
12/17/2021 |
| **Signature of Reporting
Person |
Date |
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