Statement of Beneficial Ownership (sc 13d)
31 Outubro 2022 - 06:04PM
Edgar (US Regulatory)
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
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication)
October 27, 2022
(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following
box: ☐
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The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
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The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
CUSIP No. 90184L102
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1 |
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NAMES OF REPORTING PERSONS
Jack Dorsey
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
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3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS (See Instructions)
OO; PF (See Item 3 below)
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7 |
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SOLE VOTING POWER
18,042,428 (as of the Reporting Event Time (as defined below))
0 (as of the date hereof)
(See Item 5(a) below)
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8 |
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SHARED VOTING POWER
0 (See Item 5(a) below)
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9 |
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SOLE DISPOSITIVE POWER
18,042,428 (as of the Reporting Event Time)
0 (as of the date hereof)
(See Item 5(a) below)
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10 |
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SHARED DISPOSITIVE POWER
0 (See Item 5(a) below)
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
18,042,428 (as of the Reporting Event Time)
0 (as of the date hereof)
(See Item 5(a) below)
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%* (as of the Reporting Event Time)
0% (as of the date hereof)
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14 |
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TYPE OF REPORTING PERSON (See Instructions)
IN
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Based on 765,246,152 shares of Common Stock
outstanding as of July 22, 2022, as reported in the Issuer’s
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2022.
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Item 1. |
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Security and Issuer |
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This Schedule 13D (the “Schedule 13D”) relates to
the common stock (the “Common Stock”) of Twitter, Inc., a Delaware
corporation (the “Issuer”). The address of the principal executive
offices of the Issuer is 1355 Market Street, Suite 900, San
Francisco, CA 94103. |
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Item 2. |
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Identity and Background |
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This Schedule 13D is filed by Jack Dorsey
(“Mr. Dorsey” or the “Reporting Person”), a citizen of the
United States of America, whose principal occupation is serving as
Block Head and Chairperson of Block, Inc., the principal business
of which is payment and financial services and the principal
address of which is 1455 Market Street, Suite 600, San Francisco,
CA 94103. The principal business address for Mr. Dorsey is
1455 Market Street, Suite 600, San Francisco, CA 94103. During the
last five years, Mr. Dorsey has not been (i) convicted in
any criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws. |
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Item 3. |
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Source and Amount of Funds or Other
Consideration |
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As of the Reporting Event Time (as defined below),
Mr. Dorsey was the beneficial owner of 18,042,428 shares of
Common Stock, as described in more detail in Item 5 below.
Mr. Dorsey acquired such shares of Common Stock through his
co-founding of the Issuer,
through open market purchases using personal funds and through the
exercise of stock options. |
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Item 4. |
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Purpose of Transaction |
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On October 27, 2022, Mr. Dorsey, Trustee of The Jack
Dorsey Revocable Trust u/a/d 12/08/2010 and the Jack Dorsey
Remainder LLC (the “Dorsey LLC” and together, the “Dorsey Parties”)
entered into that certain Rollover and Contribution Agreement with
X Holdings I, Inc. (“Parent”), an entity wholly-owned by Elon Musk
(the “Principal”), in connection with Parent’s proposed acquisition
of the Issuer pursuant to an Agreement and Plan of Merger (the
“Merger Agreement”), made and entered into as of April 25,
2022, by and among the Issuer, Parent, X Holdings II, Inc., a
direct wholly-owned subsidiary of Parent (“Merger Sub”), and,
solely for the purpose of certain specified provisions, the
Principal (the “Rollover Agreement”). The entry into the Rollover
Agreement is referred to in this Schedule 13D as the “Reporting
Event Time”.
Pursuant to the terms of the Rollover Agreement, the Dorsey Parties
committed to contribute to Parent, immediately prior to the Merger
(as defined below) and subject to the conditions set forth in the
Rollover Agreement, the 18,042,428 shares of Common Stock owned by
the Dorsey Parties in order to retain an indirect equity investment
in the Issuer following the Merger in lieu of receiving cash merger
consideration in the Merger.
Later on October 27, 2022, pursuant to the terms of the Merger
Agreement, Merger Sub merged with and into the Issuer (the
“Merger”), with the Issuer surviving the Merger and becoming a
wholly owned subsidiary of Parent (the “Surviving
Corporation”).
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Immediately prior to the closing of the Merger and pursuant to the
Rollover Agreement, the Dorsey Parties contributed 18,042,428
shares of Common Stock to Parent in exchange for shares of common
stock of Parent. Parent is majority-owned and controlled by the
Principal.
The Reporting Person understands that, on October 27, 2022,
the Issuer notified The New York Stock Exchange (the “NYSE”) of the
consummation of the Merger and requested that the NYSE delist the
Issuer’s common stock on October 28, 2022. As a result, the
Reporting Person understands that trading of the Issuer’s common
stock on the NYSE was suspended prior to the opening of the NYSE on
October 28, 2022. The Reporting Person also understands that
the Issuer requested that the NYSE file a notification of removal
from listing and registration on Form 25 with the SEC to effect the
delisting of the Issuer’s common stock from the NYSE and the
deregistration of the Issuer’s common stock under
Section 12(b) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). Following the effectiveness of the
Form 25, the Reporting Person understands that the Issuer intends
to file with the SEC a Form 15 requesting the termination of
registration of the Common Stock of Issuer under Section 12(g)
of the Exchange Act and the suspension of reporting obligations
under Section 13 and Section 15(d) of the Exchange
Act.
The foregoing description of the Rollover Agreement is qualified in
its entirety by reference to the full text of the Rollover
Agreement attached hereto as Exhibit 1 and incorporated herein by
reference.
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Item 5. |
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Interest in Securities of the Issuer |
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(a) |
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As of the Reporting Event Time, Mr. Dorsey beneficially owned
an aggregate of 18,042,428 shares of Common Stock, which consisted
of (i) 15,704,901 shares held of record by Mr. Dorsey,
Trustee of The Jack Dorsey Revocable Trust u/a/d 12/08/2010 and
(ii) 2,337,527 shares held of record by the Dorsey LLC, the
sole manager of which is Jack Dorsey, and the sole member of which
is The Jack Dorsey Remainder Trust #3 u/a/d 6/23/2010, as decanted.
Mr. Dorsey had the sole power to vote and direct the
disposition of all such 18,042,428 shares of Common Stock, which
represented 2.4% of the Issuer’s outstanding shares of Common
Stock. The foregoing percentage is based on 765,246,152 shares of
Common Stock outstanding as of July 22, 2022, as reported in
the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2022.
As a result of the consummation of the transactions contemplated by
the Rollover Agreement and Merger Agreement, the Reporting Person
is no longer the beneficial owner of any shares of Common Stock.
Following the Merger, the Reporting Person will retain an indirect
equity interest in the Surviving Corporation through his beneficial
ownership of shares of common stock of Parent.
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(b) |
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Number of shares to which such person has:
(i) Sole power to vote or direct the vote: 18,042,428 (as of the
Reporting Event Time); 0 (as of the date hereof)
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition: 18,042,428
(as of the Reporting Event Time); 0 (as of the date hereof)
(iv) Shared power to dispose or direct the disposition: 0
By virtue of the Rollover Agreement, the Reporting Person and the
Principal may be deemed to have formed a “group” for purposes of
Section 13(d)(3) of the Act. Collectively, as of the Reporting
Event Time, the “group” may be deemed to have beneficially owned an
aggregate of 91,157,466 shares of Common Stock (based solely on the
information included in the Schedule 13D/A filed by the Principal
with the Securities and Exchange Commission on October 4,
2022), which represented approximately 11.9% of the Issuer’s
outstanding shares of Common Stock, based on 765,246,152 shares of
Common Stock outstanding as of July 22, 2022, as reported in
the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2022. Neither the filing of this Schedule 13D nor any
of its contents shall be deemed to constitute an admission that the
Reporting Person and the Principal are members of any such group.
The Reporting Person disclaims the existence of any such group and
also disclaims beneficial ownership over any shares of Common Stock
beneficially owned by the Principal.
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(c) |
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The Reporting Person has effected no transactions
in the Common Stock within the past sixty days, except as described
in Item 4 of this Schedule 13D. |
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(d) |
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Not applicable. |
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(e) |
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As a result of the consummation of the
transactions contemplated by the Rollover Agreement and the Merger
Agreement, on October 27, 2022, the Reporting Person ceased to
be a beneficial owner of more than five percent of the outstanding
shares of Common Stock. |
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Item 6. |
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Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer |
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The description of the Rollover Agreement in Item
4 of this Schedule 13D is incorporated herein by reference. The
Rollover Agreement is attached hereto as Exhibit 1 and incorporated
herein by reference. |
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Item 7. |
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Material to be Filed as Exhibits |
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Exhibit 1 |
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Rollover and Contribution Agreement, dated as of
October 27, 2022, by and among X Holdings I, Inc., Jack
Dorsey, Trustee of The Jack Dorsey Revocable Trust u/a/d
12/08/2010, and the Jack Dorsey Remainder LLC. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in
this Schedule 13D is true, complete and correct.
Date: October 31, 2022
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/s/ Jack Dorsey
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Jack Dorsey |
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