According to a U.S. Securities and Exchange Commission Schedule 13G filing dated today, 2022-04-04, Elon Musk, as an individual investor, purchased 73,486,938 shares of Twitter, Inc. stock on the open market in transactions which required filing of the schedule as of 2022-03-14. This represents 9.2% of the 800,641,166 shares of Twitter common stock outstanding on 2022-02-10 as reported in the company’s most recent 10-K filing.
A Schedule 13G must be filed by anyone who acquires more than 5% of the stock of a publicly traded company, and applies only to “Passive Investors that have not acquired the security with the intent nor effect of influencing control over the issuer, are not an ‘institutional investor,’ and are not directly or indirectly the beneficial owner of 20% or more of the security.” A stake reported on a 13G may have been accumulated up to the 5% threshold over time, and reported only when it exceeded 5%; there is no need to report prior acquisitions below 5%.
If the entire stake was bought on 2022-03-14 when Twitter stock was trading around US$ 33 per share, the purchase price of the stake was around US$ 2.4 billion. Twitter stock closed on Friday, 2022-04-01 at US$ 39.31/share, resulting in a paper profit on Musk’s investment of US$ 463 million. In pre-open trading on April 4, the stock was quoted up as much as 25% from Friday’s close, which would increase Musk’s paper profit to more than US$ 1.18 billion.
Interestingly, Musk’s acquisition was twelve days before he raised eyebrows on Twitter by posting:
Note that while a 13G filing declares an investment to be "passive”, with no intention to take control, the investment can be converted to “active” status at any time by a subsequent filing of Schedule 13D.
Based upon their preliminary Schedule 14A proxy filing for the May, 2022 annual meeting, Elon Musk may now be the largest shareholder in Twitter. At the time of the preliminary proxy statement (before his acquisition), 5% shareholders were:
Vanguard Group, 70,375,259 shares
Morgan Stanley, 67,033,579 shares
BlackRock, Inc., 52,095,502 shares
all smaller stakes than Musk’s declared 73,486,938 shares.
Officer and director shareholdings were not reported in the preliminary proxy statement for 2022. Using numbers from the definitive proxy statement for 2021, Jack Dorsey, the homeless guy who was founder and former CEO of Twitter, owned 18,042,421 shares, or 2.26% of the float as of that report, and all officers and directors together owned 20,654,632 shares, or 2.56%.
If everyone that complains about Big Tech would each buy a couple hundred shares and give their proxy to Musk either officially or just follow his recommendations, we might be able to defeat the financial mafia which includes Blackrock, Vanguard, Morgan Stanley, State street and others that collude (in my opinion) to control corporations. Since these financial firms contribute 90 percent to the democrats, they seem to be a key component in the unholy alliance between government and corporations. A system that Mussolini coined Fascism.
In a Form 8-K filed today [PDF], 2022-04-05, with the U.S. Securities and Exchange Commission, Twitter announced:
On April 4, 2022, Twitter, Inc. (the “Company”) entered into a letter agreement (the “Agreement”) with Elon Musk, which discloses that:
The Company will appoint Mr. Musk to the Company’s Board of Directors (the “Board”) to serve as a Class II director with a term expiring at the Company’s 2024 Annual Meeting of Stockholders.
For so long as Mr. Musk is serving on the Board and for 90 days thereafter, Mr. Musk will not, either alone or as a member of a group, become the beneficial owner of more than 14.9% of the Company’s common stock outstanding at such time, including for these purposes economic exposure through derivative securities, swaps, or hedging transactions.
Will Deep State take down Twitter and state, “In order to Save Free Speech, we have to “temporarily” control Twitter” or will they fallback on the usual “Russian Hacker” story ???
Vault 7: CIA can spoof other country’s IP when conducting cyber-attack/cyber-intrusion operations. They are totally going “the Russians did it” defense.
And it turns out Elon is no longer joining Twitter’s board (source). Interesting turn of phrase in the headline. The article implies his free wheeling tweets over the weekend are somehow connected to this decision.
The reversal comes after Mr. Musk spent a weekend tweeting criticism about the social-media company.
–More to come.
Expect a lot of speculation to come up in the next few days. Meanwhile, would the value of his 9.2% stake increase by a lot? Earlier I wrote he’s trolling at level 5,000. And I think he may be playing this at level 50,000.
Was he put off by the 14.9% ownership limit? Prior to that surfacing, there were reports he might actually outright buy twitter (source). Would be interesting to go through Twitter’s SEC filings and figure out what takeover prevention provisions are in place.
Here is the announcement Twitter CEO Parag Agrawal (“Twitter Apu”) sent to all employees and then posted on his legacy centralised Ministry of Truth site.
That last paragraph is “interesting”: “The decision we make and how we execute is [sic] in out hands, and no one else’s.” Well, until the hostile leveraged buyout, anyway.
Zerohedge reports that Musk filed a new 13D with the SEC and they quote (highlights by ZH)
“The Reporting Person holds the Common Stock of the Issuer for investment purposes. Depending on the factors discussed herein, the Reporting Person may, from time to time, acquire additional shares of Common Stock and/or retain and/or sell all or a portion of the shares of Common Stock held by the Reporting Person in the open market or in privately negotiated transactions, and/or may distribute the Common Stock held by the Reporting Person to other entities.”
“From time to time, the Reporting Person may engage in discussions with the Board and/or members of the Issuer’s management team concerning, including, without limitation, potential business combinations and strategic alternatives, the business, operations, capital structure, governance, management, strategy of the Issuer and other matters concerning the Issuer. The Reporting Person may express his views to the Board and/or members of the Issuer’s management team and/or the public through social media or other channels with respect to the Issuer’s business, products and service offerings.”
Haven’t seen much reporting on Twitter’s hostile takeover protections… Are there any?
Seems like Elon and Parag may not have seen eye to eye ? So many side plots, this is way better than daytime TV – pass the popcorn as the world turns…
