Statement of Changes in Beneficial Ownership (4)
October 31 2022 - 10:51AM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
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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 * SAUD H R H PRINCE
ALWALEED BIN TALAL BIN ABDULAZIZ AL |
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 |
(Last)
(First)
(Middle)
C/O KINGDOM HOLDING COMPANY, KINGDOM CENTRE - FLOOR 66 P.O.
BOX 1 |
3. Date of Earliest Transaction (MM/DD/YYYY)
10/27/2022
|
(Street)
RIYADH, T0 11321
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
|
U(1) |
|
30100078 |
D |
(1) |
0 |
D |
|
Common Stock |
10/27/2022 |
|
U(1) |
|
4848897 |
D |
(1) |
0 |
I |
By Kingdom Holding Company (2)(3)(4) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 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 |
Explanation of
Responses: |
(1) |
Pursuant to a Rollover and
Contribution Agreement (the "Rollover Agreement"), dated October
26, 2022, by and among X Holdings I, Inc. ("Parent"), an entity
wholly-owned by Elon Musk (the "Principal"), the Reporting Person
and Kingdom Holding Company ("KHC"), a company organized in the
Kingdom of Saudi Arabia, immediately prior to the effective time of
the merger of the Issuer and X Holdings II, Inc., a direct wholly
owned subsidiary of Parent, these shares of the Issuer's common
stock ("Common Stock") were contributed by the Reporting Person and
KHC to Parent in exchange for 1,894,234.45 shares of common stock
of Parent. |
(2) |
KHC owned 4,848,897 shares
of Common Stock. The Reporting Person owns 95% of KHC and therefore
may have been deemed to be 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 by
KHC. The Reporting Person acquired the 34,948,975 shares of Common
Stock reported herein more than five years ago. |
(3) |
The shares of Common Stock
reported herein represented approximately 4.6% of the Issuer's
outstanding shares of Common Stock (based on 765,246,152 shares of
Common Stock outstanding as of July 22, 2022, as reported in the
Issuer's Quarterly Report on Form 10-Q for the period ended June
30, 2022). As disclosed in a Schedule 13D filed by the Reporting
Person on May 9, 2022, as amended by Amendment No. 1 to the
Schedule 13D filed by the Reporting Person on October 31, 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 Parent
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 ("Merger
Agreement"), dated April 25, 2022, by and among the Issuer, Parent,
X Holdings II, Inc., (cont.) |
(4) |
(continued from footnote 3),
and, solely for the purpose of certain specified provisions, the
Principal. By virtue of the HRH Equity Commitment Letter and the
Rollover Agreement, 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. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
SAUD H R H PRINCE ALWALEED BIN TALAL BIN
ABDULAZIZ AL
C/O KINGDOM HOLDING COMPANY
KINGDOM CENTRE - FLOOR 66 P.O. BOX 1
RIYADH, T0 11321 |
|
|
|
Possible member of 10% group |
Signatures
|
/s/ HRH Prince Alwaleed Bin Talal Abdulaziz
Alsaud |
|
10/31/2022 |
**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 control number. |
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