0000899243-20-009189.txt : 20200320 0000899243-20-009189.hdr.sgml : 20200320 20200320182636 ACCESSION NUMBER: 0000899243-20-009189 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200312 FILED AS OF DATE: 20200320 DATE AS OF CHANGE: 20200320 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Durban Egon CENTRAL INDEX KEY: 0001651403 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36164 FILM NUMBER: 20733199 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TWITTER, INC. CENTRAL INDEX KEY: 0001418091 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 208913779 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1355 MARKET STREET, SUITE 900 CITY: San Francisco STATE: CA ZIP: 94103 BUSINESS PHONE: (415) 222-9670 MAIL ADDRESS: STREET 1: 1355 MARKET STREET, SUITE 900 CITY: San Francisco STATE: CA ZIP: 94103 FORMER COMPANY: FORMER CONFORMED NAME: Twitter Inc DATE OF NAME CHANGE: 20071109 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-03-12 0 0001418091 TWITTER, INC. TWTR 0001651403 Durban Egon C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 0.375% Convertible Senior Notes due 2025 41.50 Common Stock 19277120 I Held through SLP V Titus Holdings, L.P 0.375% Convertible Senior Notes due 2025 41.50 Common Stock 4819280 I Held through SLA CM Titus Holdings, L.P. This Form 3 is filed by Mr. Egon Durban in connection with an investment by SLP V Titus Holdings, L.P. ("SLP Titus") and SLA CM Titus Holdings, L.P. ("SLA Titus" and collectively with SLP V Titus GP, L.L.C. ("SLP Titus GP"), Silver Lake Technology Associates V, L.P. ("SLTA V"), SLTA V (GP), L.L.C. ("SLTA V GP"), SLA CM Titus GP, L.L.C. ("SLA Titus GP"), SL Alpine Aggregator GP, L.L.C. ("SLA GP"), Silver Lake Alpine Associates, L.P. ("SLAA"), SLAA (GP), L.L.C. ("SLAA GP") and Silver Lake Group, L.L.C. ("SLG"), "Silver Lake") in securities of Twitter, Inc. (the "Issuer"). Mr. Durban serves as a member of the board of directors of the Issuer and as a Co-CEO and Managing Member of SLG. Each of SLP Titus, SLP Titus GP, SLTA V, SLTA V GP, SLA Titus, SLA Titus GP, SLA GP, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer. On March 9, 2020, an affiliate of the Reporting Person entered into an Investment Agreement with the Issuer (the "Investment Agreement"), pursuant to which SLP Titus and SLA Titus purchased an aggregate of $1 billion principal amount of the Issuer's 0.375% Convertible Senior Notes due 2025 (the "Convertible Notes") issued under an indenture governing the Convertible Notes. In accordance with the Investment Agreement, SLP Titus and SLA Titus are restricted from exercising the Convertible Notes prior to the earlier of (i) the second anniversary of the date of issuance and (ii) immediately prior to the consummation of a change of control of the Issuer, in each case, subject to certain exceptions. The Convertible Notes mature on March 15, 2025, subject to earlier redemption, repurchase or conversion in accordance with their terms. 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 initial 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. The initial Conversion Rate is equivalent to an initial conversion price of approximately $41.50 per share of Common Stock. SLP Titus holds $800 million principal amount of Convertible Notes. SLP Titus GP is the general partner of SLP Titus. SLTA V is the managing member of SLP Titus. SLTA V GP is the general partner of SLTA V. SLG is the managing member of SLTA V GP. SLA Titus holds $200 million principal amount of Convertible Notes. SLA Titus GP is the general partner of SLA Titus. SLA GP is the managing member of SLA Titus GP. SLAA is the managing member of SLA GP. SLAA GP is the general partner of SLAA. SLG is the managing member of SLAA GP. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, certain Silver Lake entities are filing a separate Form 3. This filing shall not be deemed an admission that Mr. Durban is the beneficial owner of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and Mr. Durban disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. EGON DURBAN: /s/ Egon Durban 2020-03-20