SEC Form 4 · accession 0001437749-15-011171
TWITTER, INC. · TWTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard Costolo
Officer — Chief Executive Officer · Director
Period of report
May 22, 2015
Accepted (ET)
May 27, 2015 · 8:39 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001418091
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3 | May 22, 2015 | A | 22,782 | $34.33 | A | 822,545 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The Reporting Person acquired 22,782 shares of Issuer Common Stock in exchange for his shares of TellApart, Inc. ("TellApart") pursuant to an Agreement and Plan of Reorganization by and among the Issuer, Trinidad Acquisition Corp., TellApart and Fortis Advisors LLC, as Securityholders' Agent, dated April 28, 2015 (the "Merger Agreement"). Of the 22,782 shares issued to the Reporting Person, 2,867 shares are currently being held in escrow and are subject to forfeiture during the escrow period following the merger as partial security for the indemnification obligations set forth in Merger Agreement.
- F2Per share consideration as of the date of closing of the merger.
- F3Of the reported shares 436,995 shares are represented by RSUs.