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| LEI | 549300I8RX485XMK6836 |
| CIK | 1418091 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Twitter Inc
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-36164 TWITTER, INC. (Exact name of registrant as specified in its charte |
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| October 31, 2022 |
As filed with the Securities and Exchange Commission on October 28, 2022 S-8 POS As filed with the Securities and Exchange Commission on October 28, 2022 Registration Statement No. |
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| October 31, 2022 |
As filed with the Securities and Exchange Commission on October 28, 2022 S-8 POS As filed with the Securities and Exchange Commission on October 28, 2022 Registration Statement No. |
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| October 31, 2022 |
EX-4.3 Exhibit 4.3 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of October 27, 2022, between TWITTER, INC., a Delaware corporation (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), a national banking association, as trustee (the “Trustee”). RECITALS OF THE COMPANY WH |
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| October 31, 2022 |
EX-4.1 Exhibit 4.1 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of October 27, 2022, between TWITTER, INC., a Delaware corporation (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), a national banking association, as trustee (the “Trustee”). RECITALS OF THE COMPANY WH |
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| October 31, 2022 |
As filed with the Securities and Exchange Commission on October 28, 2022 S-8 POS As filed with the Securities and Exchange Commission on October 28, 2022 Registration Statement No. |
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| October 31, 2022 |
As filed with the Securities and Exchange Commission on October 28, 2022 As filed with the Securities and Exchange Commission on October 28, 2022 Registration Statement No. |
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| October 31, 2022 |
As filed with the Securities and Exchange Commission on October 28, 2022 S-8 POS As filed with the Securities and Exchange Commission on October 28, 2022 Registration Statement No. |
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| October 31, 2022 |
TWTR / Twitter Inc / Musk Elon - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 13 to SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 13 to Schedule 13D)* Twitter Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 90184L102 (CUSIP Number) Mike Ringler Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1400 Palo Alto, California 94301 (6 |
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| October 31, 2022 |
As filed with the Securities and Exchange Commission on October 28, 2022 As filed with the Securities and Exchange Commission on October 28, 2022 Registration Statement No. |
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| October 31, 2022 |
As filed with the Securities and Exchange Commission on October 28, 2022 S-8 POS As filed with the Securities and Exchange Commission on October 28, 2022 Registration Statement No. |
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| October 31, 2022 |
Amended and Restated Bylaws of Twitter, Inc. EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF TWITTER, INC. A Delaware Corporation Effective October 27, 2022 TABLE OF CONTENTS Page ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. Place of Meetings 1 Section 2. Annual Meetings 1 Section 3. Special Meetings 2 Section 4. Notice 2 Section 5. Adjournments 3 Section 6. Quor |
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| October 31, 2022 |
Amended and Restated Certificate of Incorporation of Twitter, Inc. EX-3.1 Exhibit 3.1 ELEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TWITTER, INC. FIRST: The name of the Corporation is Twitter, Inc. (hereinafter the “Corporation”). SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at that address is |
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| October 31, 2022 |
Exhibit 99.T CONFIDENTIAL EXECUTION VERSION ROLLOVER AND CONTRIBUTION AGREEMENT THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND OTHER APPLICABLE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE PRINCIPAL STOCKHOLDER SHOULD |
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| October 31, 2022 |
As filed with the Securities and Exchange Commission on October 28, 2022 S-8 POS As filed with the Securities and Exchange Commission on October 28, 2022 Registration Statement No. |
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| October 31, 2022 |
TWTR / Twitter Inc / SAUD H R H PRINCE ALWALEED BIN TALAL BIN ABDULAZIZ AL Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Twitter, Inc. (Name of Issuer) Common Stock, par value $0.000005 per share (Title of Class of Securities) 90184L102 (CUSIP Number) HRH Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud c/o Kingdom Holding Company Kingdom Centre – Floor 66 P.O. Box 1 Riyadh |
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| October 31, 2022 |
As filed with the Securities and Exchange Commission on October 28, 2022 S-8 POS As filed with the Securities and Exchange Commission on October 28, 2022 Registration Statement No. |
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| October 31, 2022 |
ROLLOVER AND CONTRIBUTION AGREEMENT EX-99.1 Exhibit 1 EXECUTION VERSION CONFIDENTIAL ROLLOVER AND CONTRIBUTION AGREEMENT THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND OTHER APPLICABLE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE INVESTOR SHOULD BE AWAR |
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| October 31, 2022 |
As filed with the Securities and Exchange Commission on October 28, 2022 POSASR 1 d405951dposasr.htm POSASR As filed with the Securities and Exchange Commission on October 28, 2022 Registration No. 333-238722 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-238722 UNDER THE SECURITIES ACT OF 1933 Twitter, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware |
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| October 31, 2022 |
As filed with the Securities and Exchange Commission on October 28, 2022 S-8 POS As filed with the Securities and Exchange Commission on October 28, 2022 Registration Statement No. |
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| October 31, 2022 |
As filed with the Securities and Exchange Commission on October 28, 2022 S-8 POS As filed with the Securities and Exchange Commission on October 28, 2022 Registration Statement No. |
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| October 31, 2022 |
As filed with the Securities and Exchange Commission on October 28, 2022 S-8 POS As filed with the Securities and Exchange Commission on October 28, 2022 Registration Statement No. |
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| October 31, 2022 |
As filed with the Securities and Exchange Commission on October 28, 2022 S-8 POS As filed with the Securities and Exchange Commission on October 28, 2022 Registration Statement No. |
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| October 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2022 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Num |
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| October 31, 2022 |
As filed with the Securities and Exchange Commission on October 28, 2022 S-8 POS As filed with the Securities and Exchange Commission on October 28, 2022 Registration Statement No. |
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| October 31, 2022 |
As filed with the Securities and Exchange Commission on October 28, 2022 S-8 POS As filed with the Securities and Exchange Commission on October 28, 2022 Registration Statement No. |
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| October 31, 2022 |
As filed with the Securities and Exchange Commission on October 28, 2022 S-8 POS As filed with the Securities and Exchange Commission on October 28, 2022 Registration Statement No. |
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| October 31, 2022 |
EX-4.2 Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of October 27, 2022, between TWITTER, INC., a Delaware corporation (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), a national banking association, as trustee (the “Trustee”). RECITALS OF THE COMPANY WH |
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| October 31, 2022 |
As filed with the Securities and Exchange Commission on October 28, 2022 S-8 POS As filed with the Securities and Exchange Commission on October 28, 2022 Registration Statement No. |
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| October 31, 2022 |
As filed with the Securities and Exchange Commission on October 28, 2022 S-8 POS As filed with the Securities and Exchange Commission on October 28, 2022 Registration Statement No. |
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| October 31, 2022 |
TWTR / Twitter Inc / Dorsey Jack - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Twitter, Inc. (Name of Issuer) Common Stock, par value $0.000005 per share (Title of Class of Securities) 90184L102 (CUSIP Number) Jennifer M. Broder Munger, Tolles & Olson LLP 350 South Grand Avenue, 50th Floor Los Angeles, CA 90071 (213) 683-9100 |
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| October 28, 2022 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 08, 2022, pursuant to the provisions of Rule 12d2-2 (a). |
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| October 28, 2022 |
TWTR / Twitter Inc / Qatar Investment Authority - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Twitter, Inc. (Name of Issuer) Common Stock, par value $0.000005 per share (Title of Class of Securities) 90184L102 (CUSIP Number) Qatar Investment Authority Ooredoo Tower (Building 14) Al Dafna Street (Street 801) Al Dafna (Zone 61) PO Box: 23224 Doha, |
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| October 4, 2022 |
Exhibit S Skadden, Arps, Slate, Meagher & Flom llp 525 University Avenue Palo Alto, California 94301 TEL: (650) 470-4500 FAX: (650) 470-4570 www. |
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| October 4, 2022 |
TWTR / Twitter Inc / Musk Elon - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 12 to SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12 to Schedule 13D)* Twitter Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 90184L102 (CUSIP Number) Mike Ringler Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1400 Palo Alto, California 94301 (6 |
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| September 14, 2022 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2022 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File N |
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| September 14, 2022 |
Exhibit 99.1 September 13, 2022 Twitter Stockholders Approve Acquisition by Elon Musk SAN FRANCISCO - Twitter, Inc. (NYSE: TWTR) today announced that its stockholders have approved the previously announced merger agreement for Twitter to be acquired by affiliates of Elon Musk for $54.20 per share in cash. Based on a preliminary tabulation of the stockholder vote, approximately 98.6% of the votes c |
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| September 12, 2022 |
Exhibit 99.1 Wachtell, Lipton, Rosen & Katz 51 WEST 52ND STREETNEW YORK, N.Y. 10019-6150TELEPHONE: (212) 403-1000FACSIMILE: (212) 403-2000GEORGE A. KATZ (19651989) JAMES H. FOGELSON (19671991) LEONARD M. ROSEN (19652014)OF COUNSELMARTIN LIPTONHERBERT M. WACHTELLTHEODORE N. MIRVISEDWARD D. HERLIHYDANIEL A. NEFFANDREW R. BROWNSTEINSTEVEN A. ROSENBLUMJOHN F. SAVARESESCOTT K. CHARLESJODI J. SCHWARTZAD |
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| September 12, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2022 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File N |
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| September 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| September 9, 2022 |
Exhibit 99.R Skadden, Arps, Slate, Meagher & Flom llp 525 University Avenue Palo Alto, California 94301 TEL: (650) 470-4500 FAX: (650) 470-4570 www.skadden.com September 9, 2022 Twitter, Inc. 1355 Market Street, Suite 900 San Francisco, CA 94103 Attn: Vijaya Gadde, Chief Legal Officer Dear Ms. Gadde: We write on behalf of X Holdings I, Inc. and X Holdings II, Inc. (the ?Musk Parties?) to provide a |
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| September 9, 2022 |
TWTR / Twitter Inc / Musk Elon - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 11 to SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11 to Schedule 13D)* Twitter Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 90184L102 (CUSIP Number) Mike Ringler Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1400 Palo Alto, California 94301 (6 |
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| September 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| August 30, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2022 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Numb |
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| August 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| August 30, 2022 |
Exhibit 99.1 MARTIN LIPTON HERBERT M. WACHTELL THEODORE N. MIRVIS EDWARD D. HERLIHY DANIEL A. NEFF ANDREW R. BROWNSTEIN STEVEN A. ROSENBLUM JOHN F. SAVARESE SCOTT K. CHARLES JODI J. SCHWARTZ ADAM O. EMMERICH RALPH M. LEVENE RICHARD G. MASON DAVID M. SILK ROBIN PANOVKA DAVID A. KATZ ILENE KNABLE GOTTS JEFFREY M. WINTNER TREVOR S. NORWITZ BEN M. GERMANA ANDREW J. NUSSBAUM RACHELLE SILVERBERG STEVEN |
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| August 30, 2022 |
Exhibit Q Skadden, Arps, Slate, Meagher & Flom llp 525 UNIVERSITY AVENUE PALO ALTO, CALIFORNIA 94301 TEL: (650) 470-4500 FAX: (650) 470-4570 www. |
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| August 30, 2022 |
TWTR / Twitter Inc / Musk Elon - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 10 to SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10 to Schedule 13D)* Twitter Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 90184L102 (CUSIP Number) Mike Ringler Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1400 Palo Alto, California 94301 (6 |
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| August 29, 2022 |
DEFA14A 1 d353268ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| August 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| August 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| August 10, 2022 |
DEFA14A 1 d315157ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| August 8, 2022 |
DEFA14A 1 d323604ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| August 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| August 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| July 27, 2022 |
United States securities and exchange commission logo July 27, 2022 Parag Agrawal Chief Executive Officer Twitter, Inc. |
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| July 27, 2022 |
DEFA14A 1 d361150ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| July 27, 2022 |
United States securities and exchange commission logo July 27, 2022 Parag Agrawal Chief Executive Officer Twitter, Inc. |
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| July 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-36164 Twitter, In |
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| July 26, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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| July 22, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2022 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Number |
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| July 22, 2022 |
CORRESP 1 filename1.htm Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 O: 650.493.9300 F: 650.493.6811 July 22, 2022 BY EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Jan Woo Nicholas Panos Austin Pattan Re: Twitter, Inc. R |
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| July 22, 2022 |
Exhibit 99.1 July 22, 2022 Twitter Announces Second Quarter 2022 Results SAN FRANCISCO, California - Twitter, Inc. (NYSE: TWTR) today announced financial results for its second quarter 2022. Second Quarter 2022 Operational and Financial Highlights Except as otherwise stated, all financial results discussed below are presented in accordance with generally accepted accounting principles in the Unite |
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| July 15, 2022 |
Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 O: 650. |
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| July 15, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| July 13, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2022 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Number |
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| July 13, 2022 |
Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE TWITTER, INC., Plaintiff, v. ELON R. MUSK, X HOLDINGS I, INC., and X HOLDINGS II, INC., Defendants. C.A. No. VERIFIED COMPLAINT Plaintiff Twitter, Inc. (?Twitter?), by and through its undersigned counsel, as and for its complaint against defendants Elon R. Musk, X Holdings I, Inc. (?Parent?), and X Holdings II, Inc. (?Acquisition Sub?) |
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| July 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2022 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Number |
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| July 13, 2022 |
DEFA14A 1 d316234ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| July 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| July 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| July 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2022 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Number) |
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| July 11, 2022 |
Exhibit 99.1 July 8, 2022 Twitter Board Confident in Merger Agreement and Intends to Close Transaction at $54.20 Per Share Price SAN FRANCISCO, July 8, 2022 /PRNewswire/ - Twitter, Inc. (NYSE: TWTR) today received a notice of purported termination from Elon Musk and the Twitter Board issued the following statement in response: We are committed to closing the transaction on the price and terms agre |
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| July 11, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2022 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Number) |
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| July 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| July 11, 2022 |
Exhibit 99.2 July 10, 2022 By E-mail Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1400 Palo Alto, California 94301 Attention: Mike Ringler Sonia K. Nijar Dohyun Kim Re: Purported Termination of Agreement and Plan of Merger Dear Mr. Ringler: This letter is sent on behalf of Twitter, Inc. (?Twitter? or ?the Company?) in response to your July 8, 2022 letter, in which X Holdin |
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| July 8, 2022 |
TWTR / Twitter Inc / Musk Elon - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 9 to SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9 to Schedule 13D)* Twitter Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 90184L102 (CUSIP Number) Mike Ringler Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1400 Palo Alto, California 94301 (650 |
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| July 8, 2022 |
United States securities and exchange commission logo July 8, 2022 Parag Agrawal Chief Executive Officer Twitter, Inc. |
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| July 8, 2022 |
Letter from the Reporting Person to the Issuer, dated July 8, 2022. Exhibit P Skadden, Arps, Slate, Meagher & Flom llp 525 University Avenue Palo Alto, California 94301 TEL: (650) 470-4500 FAX: (650) 470-4570 www. |
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| June 22, 2022 |
Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 O: 650. |
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| June 21, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| June 17, 2022 |
Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 O: 650. |
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| June 15, 2022 |
United States securities and exchange commission logo June 15, 2022 Parag Agrawal Chief Executive Officer Twitter, Inc. |
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| June 10, 2022 |
United States securities and exchange commission logo June 10, 2022 Parag Agrawal Chief Executive Officer Twitter, Inc. |
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| June 6, 2022 |
Exhibit O: Letter from the Reporting Person to the Issuer, dated June 6, 2022. Exhibit O Skadden, Arps, Slate, Meagher & Flom llp 525 University Avenue Palo Alto, California 94301 FIRM/AFFILIATE OFFICES - - TEL: (650) 470-4500 BOSTON FAX: (650) 470-4570 CHICAGO DIRECT DIAL www. |
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| June 6, 2022 |
TWTR / Twitter Inc / Musk Elon - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 8 to SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8 to Schedule 13D)* Twitter Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 90184L102 (CUSIP Number) Mike Ringler Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1400 Palo Alto, California 94301 (650 |
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| June 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| June 2, 2022 |
United States securities and exchange commission logo June 2, 2022 Elon R. Musk Trustee Elon Musk Revocable Trust 2110 Ranch Road 620 S. #341886 Austin, TX 78734 Re: Twitter, Inc. Schedule 13D filed by Elon R. Musk Filed April 5, 2022, as amended through May 25, 2022 File No. 005-87919 Dear Mr. Musk: We issued comments to your legal counsel, copied below, on the above captioned filing by telephone |
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| May 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2022 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 25, 2022 |
[The remainder of this page is intentionally left blank] Exhibit N ? EXECUTION COPY ? ? STRICTLY CONFIDENTIAL ? May 24, 2022 ? X Holdings I, Inc. |
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| May 25, 2022 |
TWTR / Twitter Inc / Musk Elon - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 7 to SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7 to Schedule 13D)* Twitter Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 90184L102 (CUSIP Number) Mike Ringler Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1400 Palo Alto, California 94301 (650 |
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| May 23, 2022 |
NOTICE OF EXEMPT SOLICITATION Name of the registrant: Twitter, Inc. Name of person relying on exemption: New York State Comptroller Thomas P. DiNapoli, Trustee of the New York State Common Retirement Fund Address of person relying on exemption: Office of the New York State Comptroller Division of Legal Services 110 State Street, 14th Floor Albany, NY 12236 Written material: Text of May 20, 2022, e |
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| May 17, 2022 |
DEFA14A 1 d349859ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| May 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant x Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| May 17, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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| May 17, 2022 |
CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Twitter, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee Rate Amount of Filing Fee Fees to be Paid $ 48,794,371,568 (1) .0000927 $ 4,523,239 (2) Fees Previously Paid $ 0 $ 0 Total Transaction Valuation $ 48,794,371,568 Total Fees Due for Filing $ |
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| May 16, 2022 |
TWTR / Twitter Inc / Qatar Investment Authority - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Twitter, Inc. (Name of Issuer) Common Stock, par value $0.000005 per share (Title of Class of Securities) 90184L102 (CUSIP Number) Qatar Investment Authority Ooredoo Tower (Building 14) Al Dafna Street (Street 801) Al Dafna (Zone 61) PO Box: 23224 Doha, S |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| May 16, 2022 |
DEFA14A 1 d299468ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| May 16, 2022 |
EXHIBIT 2 CERTIFICATE OF INCUMBENCY I, Ahmad Mohammed F Q Al-Khanji, Chief of Legal and General Counsel, of Qatar Investment Authority, established by Emiri Decision No 22 in 2005, with its registered office at, Ooredoo Tower (Building 14), Al Dafna Street (Street 801), Al Dafna (Zone 61), Doha, State of Qatar, do hereby confirm that Andrew Watkins is the duly appointed Associate General Counsel, Compliance, an officer of the Qatar Investment Authority, and as such, is authorized to sign regulatory filings on behalf of the Qatar Investment Authority. |
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| May 13, 2022 |
DEFA14A 1 d315264ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| May 13, 2022 |
DEFA14A 1 d355194ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| May 9, 2022 |
TWTR / Twitter Inc / SAUD H R H PRINCE ALWALEED BIN TALAL BIN ABDULAZIZ AL Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Twitter, Inc. (Name of Issuer) Common Stock, par value $0.000005 per share (Title of Class of Securities) 90184L102 (CUSIP Number) HRH Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud c/o Kingdom Holding Company Kingdom Centre ? Floor 66 P.O. Box 1 Riyadh 1 |
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| May 9, 2022 |
[The remainder of this page is intentionally left blank] Exhibit 1 STRICTLY CONFIDENTIAL May 4, 2022 X Holdings I, Inc. 2110 Ranch Road 620 S. #341886, Austin, TX 78734 Re: Equity Financing Commitment Ladies and Gentlemen: Reference is made to (i) the Agreement and Plan of Merger, dated as April 25, 2022 (as amended, restated, supplemented or modified from time to time, the “Merger Agreement”), by and among Twitter, Inc., a Delaware corporation (the “Co |
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| May 5, 2022 |
TWTR / Twitter Inc / Musk Elon - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 6 to SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6 to Schedule 13D)* Twitter Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 90184L102 (CUSIP Number) Mike Ringler Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1400 Palo Alto, California 94301 (650 |
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| May 5, 2022 |
DEFA14A 1 d257150ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| May 5, 2022 |
[The remainder of this page is intentionally left blank] Exhibit M STRICTLY CONFIDENTIAL May [●], 2022 X Holdings I, Inc. 2110 Ranch Road 620 S. #341886, Austin, TX 78734 Re: Equity Financing Commitment Ladies and Gentlemen: Reference is made to (i) the Agreement and Plan of Merger, dated as April 25, 2022 (as amended, restated, supplemented or modified from time to time, the “Merger Agreement”), by and among Twitter, Inc., a Delaware corporation (the “ |
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| May 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| May 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-36164 Twitter, I |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| April 29, 2022 |
DEFA14A 1 d273628ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 28, 2022 |
Exhibit 99.1 April 28, 2022 Twitter Announces First Quarter 2022 Results SAN FRANCISCO, California - Twitter, Inc. (NYSE: TWTR) today announced financial results for its first quarter 2022. First Quarter 2022 Operational and Financial Highlights Except as otherwise stated, all financial results discussed below are presented in accordance with generally accepted accounting principles in the United |
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| April 28, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2022 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| April 27, 2022 |
DEFA14A 1 d336436ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 27, 2022 |
TWTR / Twitter Inc / Musk Elon - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 to SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4 to Schedule 13D)* Twitter Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 90184L102 (CUSIP Number) John Lutz Heidi Steele McDermott Will & Emery LLP 444 West Lake Street, Suite 4000 Chicago, IL 60606 (312) 372-2000 (Nam |
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| April 27, 2022 |
Exhibit L EXECUTION COPY LIMITED GUARANTEE OF ELON MUSK This LIMITED GUARANTEE, dated as of April 25, 2022 (this “Limited Guarantee”), by Elon Musk (the “Guarantor”), in favor of Twitter, Inc. |
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| April 26, 2022 |
Exhibit 4.2 AMENDMENT NO. 1 TO PREFERRED STOCK RIGHTS AGREEMENT This AMENDMENT NO. 1 TO THE PREFERRED STOCK RIGHTS AGREEMENT (this ?Amendment?) is dated as of April 25, 2022 (the ?Effective Date?), and amends the Preferred Stock Rights Agreement, dated as of April 15, 2022 (the ?Rights Agreement?), by and between Twitter, Inc., a Delaware corporation (the ?Company?), and Computershare Trust Compan |
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| April 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| April 26, 2022 |
EXHIBIT G April 24, 2022 Bret Taylor Chairman of the Board, Thank you for the conversation yesterday. |
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| April 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2022 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| April 26, 2022 |
TWTR / Twitter Inc / Musk Elon - SCHEDULE 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 to SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4 to Schedule 13D)* Twitter Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 90184L102 (CUSIP Number) John Lutz Heidi Steele McDermott Will & Emery LLP 444 West Lake Street, Suite 4000 Chicago, IL 60606 (312) 372-2000 (Nam |
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| April 26, 2022 |
Amended Equity Commitment Letter, dated April 25, 2022 EXHIBIT J EXECUTION COPY STRICTLY CONFIDENTIAL April 25, 2022 X Holdings I, Inc. 2110 Ranch Road 620 S. #341886, Austin, TX 78734 Re: Equity Financing Commitment Ladies and Gentlemen: Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or modified from time to time, the “Merger Agreement”), by and among Twitter, Inc., a Delaware co |
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| April 26, 2022 |
DEFA14A 1 d310843ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2022 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of |
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| April 26, 2022 |
MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, NY 10036 EXHIBIT I EXECUTION VERSION MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, NY 10036 CONFIDENTIAL April 25, 2022 X Holdings III, LLC c/o Elon R. Musk 2110 Ranch Road 620 S. #341886 Austin, TX 78734 Project X Commitment Letter Ladies and Gentlemen: You have advised Morgan Stanley Senior Funding, Inc. (“MSSF”), Bank of America, N.A. (“BOFA”), Barclays Bank plc (“Barclays”), MUFG Bank, Lt |
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| April 26, 2022 |
MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, NY 10036 EXHIBIT H Execution Version MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, NY 10036 BANK OF AMERICA, N.A. BOFA SECURITIES, INC. One Bryant Park New York, NY 10036 BARCLAYS 745 Seventh Avenue New York, NY 10019 MUFG 1221 Avenue of the Americas New York, NY 10020 BNP PARIBAS BNP PARIBAS SECURITIES CORP. 787 Seventh Avenue New York, NY 10019 MIZUHO BANK, LTD. 1271 Avenue of the Americas |
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| April 26, 2022 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among X HOLDINGS I, INC., X HOLDINGS II, INC. and TWITTER, INC. Dated as of April 25, 2022 TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 ARTICLE II THE MERGER 13 Section 2.1 The Merger 13 Section 2.2 The Closing 13 Section 2.3 Effective Time 13 Section 2.4 Certificate of Incorporation and Bylaws 13 Section 2.5 Board of Directors 14 Sect |
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| April 25, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2022 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| April 25, 2022 |
DEFA14A 1 d324580ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2022 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| April 25, 2022 |
Exhibit 99.1 Elon Musk to Acquire Twitter SAN FRANCISCO, April 25, 2022 /PRNewswire/ ? Twitter, Inc. (NYSE: TWTR) today announced that it has entered into a definitive agreement to be acquired by an entity wholly owned by Elon Musk, for $54.20 per share in cash in a transaction valued at approximately $44 billion. Upon completion of the transaction, Twitter will become a privately held company. Un |
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| April 21, 2022 |
MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, NY 10036 EX-99.C 2 tm2213229d1ex99-c.htm EXHIBIT 99.C EXHIBIT C Execution Version MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, NY 10036 BANK OF AMERICA, N.A. BOFA SECURITIES, INC. One Bryant Park New York, NY 10036 BARCLAYS 745 Seventh Avenue New York, NY 10019 MUFG 1221 Avenue of the Americas New York, NY 10020 BNP PARIBAS BNP PARIBAS SECURITIES CORP. 787 Seventh Avenue New York, NY 10019 M |
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| April 21, 2022 |
TWTR / Twitter Inc / Musk Elon - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No. 3 to SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3 to Schedule 13D) Twitter, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 90184L102 (Cusip Number) John Lutz Heidi Steele McDermott Will & Emery LLP 444 West Lake Street, Suite 4000 Chicago, IL 60606 (312) 372-2000 (Nam |
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| April 21, 2022 |
MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, NY 10036 EXHIBIT D EXECUTION VERSION MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, NY 10036 CONFIDENTIAL April 20, 2022 X Holdings III, LLC c/o Elon R. Musk 2110 Ranch Road 620 S. #341886 Austin, TX 78734 Project X Commitment Letter Ladies and Gentlemen: You have advised Morgan Stanley Senior Funding, Inc. (?MSSF?), Bank of America, N.A. (?BOFA?), Barclays Bank plc (?Barclays?), MUFG Bank, Lt |
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| April 21, 2022 |
[The remainder of this page is intentionally left blank] EX-99.E 4 tm2213229d1ex99-e.htm EXHIBIT 99.E EXHIBIT E STRICTLY CONFIDENTIAL April 20, 2022 X Holdings I, Inc. X Holdings II, Inc. 2110 Ranch Road 620 S. #341886, Austin, TX 78734 Re: Equity Financing Commitment Ladies and Gentlemen: Reference is made to a possible third-party tender offer by X Holdings II, Inc., a Delaware corporation (the “Purchaser”), and a wholly owned subsidiary of X Holdings |
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| April 19, 2022 |
Notice of Exempt Solicitation NAME OF REGISTRANT: Twitter, Inc. NAME OF PERSONS RELYING ON EXEMPTION: Arjuna Capital ADDRESS OF PERSON RELYING ON EXEMPTION: 1 Elm St. Manchester, MA 01944 WRITTEN MATERIALS: The attached written materials are submitted pursuant to Rule 14a-6(g)(1) (the ?Rule?) promulgated under the Securities Exchange Act of 1934,* in connection with a proxy proposal to be voted on |
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| April 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2022 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| April 18, 2022 |
Exhibit 99.1 Twitter Adopts Limited Duration Shareholder Rights Plan, Enabling All Shareholders to Realize Full Value of Company SAN FRANCISCO, April 15, 2022 ? Twitter, Inc. (NYSE: TWTR) today announced that its Board of Directors has unanimously adopted a limited duration shareholder rights plan (the ?Rights Plan?). The Board adopted the Rights Plan following an unsolicited, non-binding proposal |
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| April 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 20-8913779 (State of incorporation or organization) (I.R.S. Employer Identification No.) 1355 Market Street, Suite 900 |
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| April 18, 2022 |
Exhibit 3.1 CERTIFICATE OF DESIGNATION OF RIGHTS, PREFERENCES AND PRIVILEGES OF SERIES A PARTICIPATING PREFERRED STOCK OF TWITTER, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Twitter, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?Corporation?), in accordance with the provisions of Section 103 the |
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| April 18, 2022 |
Exhibit 4.1 PREFERRED STOCK RIGHTS AGREEMENT Dated as of April 15, 2022 between TWITTER, INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent TABLE OF CONTENTS Page Section 1. Certain Definitions 1 Section 2. Appointment of Rights Agent 11 Section 3. Issuance of Rights Certificates 11 Section 4. Form of Rights Certificates 13 Section 5. Countersignature and Registration 14 Section 6. Transf |
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| April 14, 2022 |
TWTR / Twitter Inc / Musk Elon - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No. 2 to SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2 to Schedule 13D) Twitter Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 90184L102 (Cusip Number) John Lutz Heidi Steele McDermott Will & Emery LLP 444 West Lake Street, Suite 4000 Chicago, IL 60657 (312) 984-3624 (Na |
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| April 12, 2022 |
DEF 14A 1 ny20001921x3def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commissio |
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| April 12, 2022 |
DEFA14A 1 ny20001921x2defa14a.htm FORM DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as perm |
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| April 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2022 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Co |
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| April 11, 2022 |
TWTR / Twitter Inc / Musk Elon - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No. 1 to SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1 to Schedule 13D) Twitter Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 90184L102 (Cusip Number) John Lutz Heidi Steele McDermott Will & Emery LLP 444 West Lake Street, Suite 4000 Chicago, IL 60657 (312) 984-3624 (Na |
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| April 8, 2022 |
TWTR / Twitter Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Twitter Inc. Title of Class of Securities: Common Stock CUSIP Number: 90184L102 Date of Event Which Requires Filing of this Statement: March 31, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d- |
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| April 6, 2022 |
April 4, 2022 Elon R. Musk 2110 Ranch Road 620 S. #341886 Austin, TX 78734 Re: Twitter, Inc. Schedule 13G filed by Elon R. Musk Filed April 4, 2022 File No. 005-87919 Dear Mr. Musk: We have reviewed the above-captioned filing and have the following comments. Our comments ask for additional information so that we may better understand your disclosure. Please respond to this letter by providing the |
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| April 5, 2022 |
Exhibit 10.1 Twitter, Inc. 1355 Market Street San Francisco, CA 94103 April 4, 2022 Elon R. Musk 2110 Ranch Road 620 S. #341886 Austin, TX 78734 Dear Mr. Musk: Twitter, Inc. (the ?Company?) and Elon Musk hereby agree as follows: 1. Appointment of Mr. Musk as a Director. As promptly as practicable following the execution of this letter agreement, subject to and contingent upon the provision by Mr. |
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| April 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2022 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Number |
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| April 5, 2022 |
TWTR / Twitter Inc / Musk Elon - SCHEDULE 13D Activist Investment SC 13D 1 tm2211757d1sc13d.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 to Schedule 13G) Twitter Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 90184L102 (Cusip Number) John Lutz Heidi Steele McDermott Will & Emery LLP 444 West Lake Street, Suite 4000 Chicago, IL 60 |
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| April 4, 2022 |
TWTR / Twitter Inc / Musk Elon - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Twitter Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 90184L102 (CUSIP Number) March 14, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi |
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| April 1, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ????Filed by a Party other than the Registrant ?? Check the appropriate box: ? ? ? ? Preliminary Proxy Statement ? ? ?? ? ? Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| February 25, 2022 |
Twitter Prices Offering of Senior Notes Exhibit 99.2 Twitter Prices Offering of Senior Notes SAN FRANCISCO, CA, February 23, 2022 ? Twitter, Inc. (NYSE: TWTR) today announced the pricing of $1 billion aggregate principal amount of its 5.000% senior notes due 2030 (the ?Notes?). The Notes are being offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amende |
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| February 25, 2022 |
Exhibit 4.1 INDENTURE Dated as of February 25, 2022 Between TWITTER, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 5.000% SENIOR NOTES DUE 2030 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 14 Section 1.03 Rules of Construction 15 Section 1.04 Incorporation by Reference of Trust Indenture |
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| February 25, 2022 |
Twitter, Inc. Announces Proposed $1 Billion Senior Notes Offering Exhibit 99.1 Twitter, Inc. Announces Proposed $1 Billion Senior Notes Offering SAN FRANCISCO, Calif., February 23, 2022 ? Twitter, Inc. (NYSE: TWTR) today announced its intention to offer, subject to market conditions and other factors, $1 billion aggregate principal amount of senior notes due 2030 (the ?notes?) in a private placement to persons reasonably believed to be qualified institutional bu |
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| February 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2022 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Nu |
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| February 25, 2022 |
Exhibit 10.1 Twitter, Inc. 5.000% Senior Notes Due 2030 Purchase Agreement February 23, 2022 J.P. Morgan Securities LLC As representative of the several Purchasers named in Schedule I hereto, c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Twitter, Inc., a Delaware corporation (the ?Company?), proposes, subject to the terms and conditions stated in |
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| February 16, 2022 |
As filed with the Securities and Exchange Commission on February 16, 2022 As filed with the Securities and Exchange Commission on February 16, 2022 Registration No. |
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| February 16, 2022 |
Amended and Restated Bylaws of Twitter, Inc. Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF TWITTER, INC. (as amended on February 14, 2022) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 2 2.5 NOTICE OF STOCKHOLDERS? MEETINGS 6 2.6 QUORUM 6 2.7 ADJOURNED MEETI |
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| February 16, 2022 |
List of subsidiaries of Twitter, Inc. Exhibit 21.1 SUBSIDIARIES OF TWITTER, INC. Name of Subsidiary Jurisdiction of Organization Twitter Asia Pacific Pte. Ltd. Singapore Twitter Australia Holdings Pty Limited Australia Twitter Brasil Rede de Informacao Ltda. Brazil Twitter Canada ULC Canada Twitter Communications India Private Limited India Twitter France S.A.S. France Twitter Germany GmbH Germany Twitter International Unlimited Compa |
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| February 16, 2022 |
As filed with the Securities and Exchange Commission on February 16, 2022 As filed with the Securities and Exchange Commission on February 16, 2022 Registration No. |
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| February 16, 2022 |
Stellar Aurora, Inc. 2018 Equity Incentive Plan and related form agreements. Exhibit 4.2 STELLAR AURORA, INC. 2018 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JULY 18, 2018 APPROVED BY THE STOCKHOLDERS: JULY 18, 2018 AMENDED BY THE BOARD OF DIRECTORS: OCTOBER 7, 2019 AMENDED BY THE STOCKHOLDERS: OCTOBER 7, 2019 TERMINATION DATE: JULY 17, 2028 1. General. (a) Eligible Stock Award Recipients. Employees, Directors and Consultants are eligible to receive Stock Awa |
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| February 16, 2022 |
EX-FILING FEES 5 d289171dexfilingfees.htm EX-FILING FEES Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Twitter, Inc. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount o |
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| February 16, 2022 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Twitter, Inc. (Exact name of registrant as specified in its charter) Table 1 ? Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.000005 par val |
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| February 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-361 |
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| February 11, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2022 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Num |
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| February 11, 2022 |
Exhibit 99.1 February 11, 2022 Twitter, Inc. Announces $2 Billion Accelerated Share Repurchase Agreements SAN FRANCISCO, Calif., February 11, 2022 ? Twitter, Inc. (?Twitter? or the ?Company?) (NYSE: TWTR) today announced it has entered into accelerated share repurchase agreements (ASRs) with Morgan Stanley & Co. LLC and Wells Fargo Bank, National Association (collectively, the ?Dealers?) to repurc |
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| February 11, 2022 |
Exhibit 1.01 To: Twitter, Inc. 1355 Market Street, Suite 900 San Francisco, CA 94103 From: [Insert Dealer] Re: Accelerated Stock Repurchases This master confirmation (this ?Master Confirmation?), dated as of February [], 2022 is intended to set forth certain terms and provisions of certain Transactions (each, a ?Transaction?) entered into from time to time between [Insert Dealer] (?Dealer?) and Tw |
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| February 11, 2022 |
Exhibit 1.02 EXECUTION VERSION AMENDMENT NO. 2 TO CREDIT AGREEMENT AMENDMENT No. 2 (this ?Amendment?) dated as of February 9, 2022 to the Revolving Credit Agreement dated as of August 7, 2018 (as amended, restated, supplemented or otherwise modified prior to the date hereof, including by Amendment No. 1 thereto dated as of March 1, 2021, the ?Credit Agreement?) by and among Twitter, Inc. (the ?Bor |
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| February 10, 2022 |
Twitter Q4 and Fiscal Year 2021 Shareholder Letter San Francisco, CA February 10, 2022 Exhibit 99.1 Twitter Q4 and Fiscal Year 2021 Shareholder Letter San Francisco, CA February 10, 2022 Except as otherwise stated, all financial results discussed below are presented in accordance with generally accepted accounting principles in the United States of America, or GAAP. As supplemental information, we have provided certain non-GAAP financial measures in this letter?s supplemental tables |
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| February 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2022 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Nu |
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| February 10, 2022 |
TWTR / Twitter Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Twitter Inc. Title of Class of Securities: Common Stock CUSIP Number: 90184L102 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule 1 |
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| February 10, 2022 |
Exhibit 99.2 February 10, 2022 Twitter Announces Fourth Quarter and Fiscal Year 2021 Results Annual Revenue Growth of 37% to $5.08 Billion and Average Monetizable Daily Active Usage (mDAU) Growth of 13% to 217 Million in Q4 Company Announces New $4 Billion Share Repurchase Program Authorized, Including $2 Billion Accelerated Share Repurchase SAN FRANCISCO, California - Twitter, Inc. (NYSE: TWTR) t |
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| December 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2021 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Num |
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| November 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2021 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Nu |
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| November 29, 2021 |
Offer Letter between Twitter and Parag Agrawal, dated as of November 29, 2021 Exhibit 10.1 November 29, 2021 Parag Agrawal Re: New Terms of Employment Dear Parag: This letter will confirm the new terms of your employment with Twitter, Inc. (?Twitter? or the ?Company?). The Company?s Board of Directors (the ?Board?) is very pleased that you will be Twitter?s Chief Executive Officer (?CEO?) effective November 29, 2021 (the ?start date?). You will report to the Board in this r |
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| November 29, 2021 |
Exhibit 99.1 Jack Dorsey steps down as Twitter CEO Board unanimously appoints CTO Parag Agrawal as Successor Dorsey to Remain on Board of Directors Bret Taylor to Become Independent Chair SAN FRANCISCO, Nov. 29, 2021 ? Twitter, Inc. (NYSE: TWTR) today announced that Jack Dorsey has decided to step down as Chief Executive Officer and that the Board of Directors has unanimously appointed Parag Agraw |
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| October 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-36164 Twitte |
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| October 26, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 26, 2021 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Numb |
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| October 26, 2021 |
Twitter Q3 2021 Shareholder Letter San Francisco, CA October 26, 2021 Exhibit 99.1 Twitter Q3 2021 Shareholder Letter San Francisco, CA October 26, 2021 Except as otherwise stated, all financial results discussed below are presented in accordance with generally accepted accounting principles in the United States of America, or GAAP. As supplemental information, we have provided certain non-GAAP financial measures in this letter?s supplemental tables, and such supple |
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| October 26, 2021 |
Exhibit 99.2 October 26, 2021 Twitter Announces Third Quarter 2021 Results Reports Total Revenue of $1.28 Billion and 13% Year-over-Year Growth in Monetizable Daily Active Usage (mDAU) SAN FRANCISCO, California - Twitter, Inc. (NYSE: TWTR) today announced financial results for its third quarter 2021. ?I am proud of our third quarter results. We?re improving personalization, facilitating conversati |
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| October 6, 2021 |
Exhibit 99.1 Twitter Enters into Definitive Agreement to Sell MoPub to AppLovin for $1.05 Billion in Cash Divestiture will increase focus and accelerate development of owned and operated revenue products SAN FRANCISCO ? OCT. 6, 2021 ? Twitter, Inc. (NYSE: TWTR) today announced that it has entered into a definitive agreement to sell MoPub to AppLovin Corporation (NASDAQ: APP), a leading marketing s |
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| October 6, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2021 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Numb |
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| September 20, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 20, 2021 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Nu |
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| September 20, 2021 |
Twitter Announces Proposed Settlement of Consolidated Class Action Lawsuit Exhibit 99.1 Press Release Twitter Announces Proposed Settlement of Consolidated Class Action Lawsuit SAN FRANCISCO ? SEPT. 20, 2021 ? Twitter, Inc. (NYSE: TWTR) today announced that it has entered into a binding agreement to settle the consolidated class action lawsuit commenced in 2016 in the United States District Court for the Northern District of California. The case was consolidated under th |
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| July 27, 2021 |
Scroll Labs Inc. 2016 Equity Incentive Plan and related form agreements. Exhibit 4.2 SALAMANCA INC. 2016 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: September 29, 2016 APPROVED BY THE STOCKHOLDERS: September 29, 2016 TERMINATION DATE: September 28, 2026 1. GENERAL. (a) Eligible Stock Award Recipients. Employees, Directors and Consultants are eligible to receive Stock Awards. (b) Available Stock Awards. The Plan provides for the grant of the following types |
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| July 27, 2021 |
As filed with the Securities and Exchange Commission on July 27, 2021 S-8 1 d39193ds8.htm S-8 As filed with the Securities and Exchange Commission on July 27, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Twitter, Inc. (Exact name of Registrant as specified in its charter) Delaware 20-8913779 (State or other jurisdiction of incorporation or organizat |
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| July 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-36164 Twitter, In |
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| July 22, 2021 |
Twitter Q2 2021 Shareholder Letter San Francisco, CA July 22, 2021 Exhibit 99.1 Twitter Q2 2021 Shareholder Letter San Francisco, CA July 22, 2021 Except as otherwise stated, all financial results discussed below are presented in accordance with generally accepted accounting principles in the United States of America, or GAAP. As supplemental information, we have provided certain non-GAAP financial measures in this letter?s supplemental tables, and such supplemen |
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| July 22, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 22, 2021 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Number) |
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| July 22, 2021 |
Exhibit 99.2 July 22, 2021 Twitter Announces Second Quarter 2021 Results Reports Total Revenue of $1.19 Billion and 11% Year-over-Year Growth in Monetizable Daily Active Usage (mDAU) SAN FRANCISCO, California - Twitter, Inc. (NYSE: TWTR) today announced financial results for its second quarter 2021. ?As we enter the second half of 2021, we are shipping more, learning faster, and hiring remarkable |
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| June 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2021 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Number |
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| June 25, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 27, 2021 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Number |
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| June 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2021 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Number) |
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| June 9, 2021 |
Exhibit 99.1 Twitter Announces Appointment of Mimi Alemayhou and Departure of Jesse Cohn Mimi Alemayhou to join the Board, bringing more than 20 years of investment and finance experience across emerging markets Jesse Cohn to depart the Board after important year at Twitter Elliott has Information Sharing and Engagement Agreement with Twitter SAN FRANCISCO, California ? June 9, 2021 ? Twitter, Inc |
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| June 1, 2021 |
Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 27, 2021 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 27, 2021 |
DEFA14A 1 d180864ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| May 18, 2021 |
DEFA14A 1 d130478ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| May 11, 2021 |
DEFA14A 1 d461182ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 30, 2021 |
Exhibit 10.1 Twitter, Inc. 1355 Market St. San Francisco, CA 94103 March 31, 2021 Elliott Investment Management L.P. Elliott Associates, L.P. Elliott International, L.P. 777 S. Flagler Drive, Suite 1000 West Palm Beach, FL 33401 Attention: Jesse A. Cohn Marc Steinberg Ladies and Gentlemen: This letter (this ?Agreement?) constitutes the agreement among (a) Twitter, Inc. (the ?Company?), (b) Elliott |
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| April 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-36164 Twitter, I |
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| April 29, 2021 |
Exhibit 99.2 April 29, 2021 Twitter Announces First Quarter 2021 Results Reports 20% Year-over-Year Growth in Monetizable Daily Active Usage (mDAU) and Total Revenue of $1.04 Billion SAN FRANCISCO, California - Twitter, Inc. (NYSE: TWTR) today announced financial results for its first quarter 2021. ?People turn to Twitter to see and talk about what?s happening, and we are helping them find their i |
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| April 29, 2021 |
Twitter Q1 2021 Shareholder Letter San Francisco, CA April 29, 2021 Exhibit 99.1 Twitter Q1 2021 Shareholder Letter San Francisco, CA April 29, 2021 Except as otherwise stated, all financial results discussed below are presented in accordance with generally accepted accounting principles in the United States of America, or GAAP. As supplemental information, we have provided certain non-GAAP financial measures in this letter?s supplemental tables, and such suppleme |
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| April 29, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 29, 2021 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Number |
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| April 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| April 19, 2021 |
Notice of Exempt Solicitation NAME OF REGISTRANT: Twitter Inc. NAME OF PERSONS RELYING ON EXEMPTION: Arjuna Capital ADDRESS OF PERSON RELYING ON EXEMPTION: 1 Elm St. Manchester, MA 01944 WRITTEN MATERIALS: The attached written materials are submitted pursuant to Rule 14a-6(g)(1) (the ?Rule?) promulgated under the Securities Exchange Act of 1934,* in connection with a proxy proposal to be voted on |
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| April 13, 2021 |
DEF 14A 1 nc10022211x2def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| April 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| April 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| April 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 31, 2021 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Number |
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| March 4, 2021 |
Exhibit 10.4 AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT (this ?Amendment?) dated as of March 1, 2021 to the Revolving Credit Agreement dated as of August 7, 2018 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the ?Credit Agreement?) by and among Twitter, Inc. (the ?Borrower?), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent ( |
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| March 4, 2021 |
Indenture, dated March 4, 2021, between Twitter, Inc. and U.S. Bank National Association. Exhibit 4.1 EXECUTION VERSION TWITTER, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 4, 2021 0% Convertible Senior Notes due 2026 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01 . Definitions 1 Section 1.02 . References to Interest 12 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01 . Designation and Amount 12 Sect |
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| March 4, 2021 |
Exhibit 10.1 Twitter, Inc. 0% Convertible Senior Notes Due 2026 Purchase Agreement March 1, 2021 Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Morgan Stanley & Co. LLC As representatives of the several Purchasers named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Morgan |
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| March 4, 2021 |
EX-99.1 Exhibit 99.1 March 1, 2021 Twitter, Inc. Announces $1.25 Billion Convertible Notes Offering SAN FRANCISCO, Calif., March 1, 2021 — Twitter, Inc. (NYSE: TWTR) today announced its intention to offer, subject to market conditions and other factors, $1.25 billion aggregate principal amount of convertible senior notes due in 2026 (the “notes”) in a private placement to qualified institutional b |
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| March 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2021 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Number |
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| March 4, 2021 |
Exhibit 10.3 THE SECURITIES REPRESENTED HEREBY (THE ?WARRANTS?) WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND THE WARRANTS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQ |
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| March 4, 2021 |
Exhibit 99.2 March 2, 2021 Twitter, Inc. Announces Pricing of $1.25 Billion Convertible Notes Offering SAN FRANCISCO, Calif., March 2, 2021?Twitter, Inc. (NYSE: TWTR) today announced the pricing of $1.25 billion aggregate principal amount of 0% convertible senior notes due 2026 (the ?notes?) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of |
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| March 4, 2021 |
Form of Convertible Note Hedge Confirmation. Exhibit 10.2 March 1, 2021 To: Twitter, Inc. 1355 Market Street, Suite 900 San Francisco, CA 94103 Attention: Treasurer With a copy to: General Counsel Telephone No.: Facsimile No.: From: [] Re: Base Call Option Transaction The purpose of this letter agreement (this ?Confirmation?) is to confirm the terms and conditions of the call option transaction entered into between [] (?Dealer?) and Twitter, |
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| February 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2021 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Nu |
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| February 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 19, 2021 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Num |
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| February 17, 2021 |
- REGISTRATION STATEMENT ON FORM S-8 As filed with the Securities and Exchange Commission on February 17, 2021 Registration No. |
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| February 17, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-361 |
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| February 10, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Twitter Inc. Title of Class of Securities: Common Stock CUSIP Number: 90184L102 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1 |
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| February 9, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 9, 2021 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Numb |
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| February 9, 2021 |
Exhibit 99.2 February 9, 2021 Twitter Announces Fourth Quarter and Fiscal Year 2020 Results Reports Year-Over-Year Total Revenue Growth of 28% to $1.29 Billion and Average Monetizable Daily Active Usage (mDAU) Growth of 27% to 192 Million in Q4 SAN FRANCISCO, California - Twitter, Inc. (NYSE: TWTR) today announced financial results for its fourth quarter and fiscal year 2020. “2020 was an extraord |
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| February 9, 2021 |
Twitter Q4 and Fiscal Year 2020 Shareholder Letter San Francisco, CA February 9, 2021 Exhibit 99.1 Twitter Q4 and Fiscal Year 2020 Shareholder Letter San Francisco, CA February 9, 2021 Except as otherwise stated, all financial results discussed below are presented in accordance with generally accepted accounting principles in the United States of America, or GAAP. As supplemental information, we have provided certain non-GAAP financial measures in this letter’s supplemental tables, |
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| January 25, 2021 |
EX-99.1 Exhibit 99.1 EFiled: Dec 17 2020 05:08PM EST Transaction ID 66196205 Case No. 2019-0806-PAF IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ATUL VERMA, derivatively on behalf of Nominal Defendant, TWITTER, INC., Plaintiff, C.A. No. 2018-0509-PAF v. RICHARD COSTOLO, ANTHONY NOTO, JACK DORSEY, MARJORIE SCARDINO, DAVID ROSENBLATT, EVAN WILLIAMS, PETER CURRIE, PETER FENTON, and PETER CHERNIN |
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| January 25, 2021 |
Twitter Announces Proposed Settlement of Shareholder Derivative Lawsuits EX-99.3 Exhibit 99.3 Twitter Announces Proposed Settlement of Shareholder Derivative Lawsuits SAN FRANCISCO, California, January 25, 2021 – Twitter, Inc. (NYSE: TWTR) today announced that it has entered into a binding agreement to settle the shareholder derivative lawsuits pending in the Court of Chancery of the State of Delaware (the “Court”) and the United States District Court for the District |
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| January 25, 2021 |
EX-99.2 Exhibit 99.2 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ATUL VERMA, derivatively on behalf of Nominal Defendant, TWITTER, INC., Plaintiff, C.A. No. 2019-0509-PAF v. RICHARD COSTOLO, ANTHONY NOTO, JACK DORSEY, MARJORIE SCARDINO, DAVID ROSENBLATT, EVAN WILLIAMS, PETER CURRIE, PETER FENTON, and PETER CHERNIN, Defendants, -and- TWITTER, INC., Nominal Defendant. BASSETT FAMILY TRUST, der |
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| January 25, 2021 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 25, 2021 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Numb |
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| November 2, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 2, 2020 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Numb |
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| October 30, 2020 |
Twitter, Inc. Outside Director Compensation Policy Exhibit 10.1 TWITTER, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Amended and Restated September 24, 2020 Twitter, Inc. (the “Company”) believes that the granting of equity and cash compensation to members of its Board of Directors (the “Board,” and members of the Board, “Directors”) represents an important tool to attract, retain and reward Directors who are not employees of the Company (“Outside D |
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| October 30, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-36164 Twitte |
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| October 29, 2020 |
Exhibit 99.2 October 29, 2020 Twitter Announces Third Quarter 2020 Results Reports Total Revenue Grew 14% to $936 Million and Average Monetizable Daily Active Usage (mDAU) Grew 29% to 187 Million SAN FRANCISCO, California - Twitter, Inc. (NYSE: TWTR) today announced financial results for its third quarter 2020. “We have grown our daily audience by 42 million in the last year as people all around t |
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| October 29, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 29, 2020 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Numb |
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| October 29, 2020 |
Twitter Q3 2020 Shareholder Letter San Francisco, CA October 29, 2020 Exhibit 99.1 Twitter Q3 2020 Shareholder Letter San Francisco, CA October 29, 2020 Except as otherwise stated, all financial results discussed below are presented in accordance with generally accepted accounting principles in the United States of America, or GAAP. As supplemental information, we have provided certain non-GAAP financial measures in this letter’s supplemental tables, and such supple |
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| August 3, 2020 |
Exhibit 10.1 DIRECTOR & OFFICER INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , between Twitter, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate pr |
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| August 3, 2020 |
S-8 As filed with the Securities and Exchange Commission on August 3, 2020 Registration No. |
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| August 3, 2020 |
CrossInstall, Inc. 2014 Equity Incentive Plan and related form agreements. EX-4.2 2 d927775dex42.htm EX-4.2 Exhibit 4.2 CROSSINSTALL, INC. 2014 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business. Options granted under the Plan may be Incentive Stock Options or Nonstatutor |
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| August 3, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-36164 Twitter, In |
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| July 23, 2020 |
Exhibit 99.2 July 23, 2020 Twitter Announces Second Quarter 2020 Results Reports 34% Year-over-Year Growth in Monetizable Daily Active Usage (mDAU) and Total Revenue of $683 Million SAN FRANCISCO, California - Twitter, Inc. (NYSE: TWTR) today announced financial results for its second quarter 2020. “Our product work is paying off, with tremendous growth in audience and engagement. We grew mDAU to |
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| July 23, 2020 |
Twitter Q2 2020 Shareholder Letter San Francisco, CA July 23, 2020 Exhibit 99.1 Twitter Q2 2020 Shareholder Letter San Francisco, CA July 23, 2020 Except as otherwise stated, all financial results discussed below are presented in accordance with generally accepted accounting principles in the United States of America, or GAAP. As supplemental information, we have provided certain non-GAAP financial measures in this letter’s supplemental tables, and such supplemen |
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| July 23, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 23, 2020 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Number) |
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| June 2, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 2, 2020 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 29, 2020 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 27, 2020 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 27, 2020 |
S-3ASR 1 d901282ds3asr.htm S-3ASR Table of Contents 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) Delaware 20-8913779 (State or other jurisdiction of |
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| May 12, 2020 |
DEFR14A 1 d852256ddefr14a.htm DEFR14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| May 12, 2020 |
Twitter Appoints Dr. Fei-Fei Li to Board of Directors EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Twitter Appoints Dr. Fei-Fei Li to Board of Directors SAN FRANCISCO, California – May 11, 2020 – Twitter, Inc. (NYSE: TWTR) today announced the appointment of Dr. Fei-Fei Li to the Company’s Board of Directors as a new independent director, effective immediately. “With unparalleled expertise in engineering, computer science and artificial intelligence (AI |
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| May 12, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 7, 2020 Twitter, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36164 20-8913779 (State or other jurisdiction of incorporation) (Commission File Number) ( |
