As filed with the Securities and Exchange Commission on May 27, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
Twitter, Inc.
(Exact name
of Registrant as specified in its charter)
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Delaware
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20-8913779
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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1355 Market Street, Suite 900
San Francisco, California 94103
(415) 222-9670
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Jack Dorsey
Chief
Executive Officer
Twitter, Inc.
1355 Market Street, Suite 900
San Francisco, California 94103
(415) 222-9670
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Katharine A. Martin, Esq.
Lisa Stimmell, Esq.
Melissa
S. Rick, Esq.
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo
Alto, California 94304
(650) 493-9300
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Vijaya Gadde, Esq.
Sean Edgett, Esq.
Twitter,
Inc.
1355 Market Street, Suite 900
San Francisco, California 94103
(415) 222-9670
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Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans,
please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
the Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered(1)
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Proposed Maximum
Offering Price
Per Share(2)
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Proposed Maximum
Aggregate
Offering Price(2)
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Amount of
Registration Fee
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Common Stock, par value $0.000005 per share
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24,096,400
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$29.84
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$719,036,576.00
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$93,330.95
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(1)
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Represents the maximum number of shares of common stock, par value $0.000005 per share (Common
Stock) issuable upon conversion of the notes at a conversion rate corresponding to the initial conversion rate of 24.0964 shares of our common stock per $1,000 principal amount of 0.375% Convertible Senior Notes due 2025. Pursuant to Rule 416
under the Securities Act, the registrant is also registering such indeterminate number of shares of Common Stock as may be issued from time to time upon conversion of the notes as a result of the anti-dilution provisions thereof.
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(2)
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Estimated solely for the purpose of computing the registration fee and based on the average high and low sales
price of the common stock of Twitter, Inc. as reported on the New York Stock Exchange on May 19, 2020 in accordance with Rule 457(c) under the Securities Act.
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