READ THE DOCS: Elon Musk Offers to Buy Twitter for Just Over $41 Billion

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 SteeleMcDermott Will & Emery LLP444 West Lake Street, Suite 4000Chicago, IL 60657(312) 984-3624

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 13, 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 Rule 13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

*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.

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).

SCHEDULE 13D

CUSIP No. 90184L102

1Name of Reporting Person:                              I.R.S. Identification Nos. of Above Person (entities only):  Elon R. Musk
2Check the Appropriate Box if a Member of a Group (See Instructions):(a)   ¨(b)   ¨ 
3SEC Use Only:  
4Source of Funds (See Instruction): OO
5Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): x  
6Citizenship or Place of Organization: USA 
Number of Shares7Sole Voting Power: 73,115,038
Beneficially
Owned by
Each
8Shared Voting Power: —
Reporting
Person With
9Sole Dispositive Power: 73,115,038
  10Shared Dispositive Power: —
11Aggregate Amount Beneficially Owned by Each Reporting Person: 73,115,038
12Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ 
13Percent of Class Represented by Amount in Row (11): 9.1%1
14Type of Reporting Person (See Instructions): IN
    

1 Based on 800,641,166 shares of Common Stock outstanding as of February 10, 2022 as reported in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2021.

SCHEDULE 13D

Explanatory Note: This statement on Schedule 13D amends the Schedule 13D of Elon Musk (the “Reporting Person”) that was filed with the Securities and Exchange Commission on April 5, 2022, as amended on April 11, 2022 (collectively, the “Schedule 13D”), with respect to the Common Stock of Twitter Inc. (the “Issuer’). This amendment to the Schedule 13D constitutes Amendment No. 2 to the Schedule 13D. Capitalized terms used but not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.

Item 4.     Purpose of Transaction.

Item 4 of the Schedule 13D is amended and restated in its entirety to read as follows:

On April 13, 2022, the Reporting Person delivered a letter to the Issuer (the “Letter”) which contained a non-binding proposal (the “Proposal”) to acquire all of the outstanding Common Stock of the Issuer not owned by the Reporting Person for all cash consideration valuing the Common Stock at $54.20 per share (the “Proposed Transaction”). This represents a 54% premium over the closing price of the Common Stock on January 28, 2022, the trading day before the Reporting Person began investing in the Issuer, and a 38% premium over the closing price of the Common Stock on April 1, 2022, the trading day before the Reporting Person’s investment in the Issuer was publicly announced.

The Proposal is non-binding and, once structured and agreed upon, would be conditioned upon, among other things, the (i) receipt of any required governmental approvals; (ii) confirmatory legal, business, regulatory, accounting and tax due diligence; (iii) the negotiation and execution of definitive agreements providing for the Proposed Transaction; and (iv) completion of anticipated financing.

There can be no assurance that a definitive agreement with respect to the Proposal will be executed or, if executed, whether the transaction will be consummated. There is also no certainty as to whether, or when, the Issuer may respond to the Letter, or as to the time table for execution of any definitive agreement. The Reporting Person reserves the right to withdraw the Proposal or modify the terms at any time including with respect to the amount or form of consideration. The Reporting Person may, directly or indirectly, take such additional steps as he may deem appropriate to further the Proposal.

If the Proposed Transaction is completed, the Common Stock would become eligible for termination of its registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, and would be delisted from the New York Stock Exchange.

The foregoing description is qualified in its entirety by reference to the full text of the Letter, a copy of which is attached hereto as Exhibit B and is incorporated herein by reference.

The Reporting Person has engaged Morgan Stanley as its financial advisor.

Neither the Letter nor this Schedule 13D is meant to be, nor should be construed as, an offer to buy or the solicitation of an offer to sell any of the Issuer’s securities.

The Reporting Person intends to review his investment in the Issuer on a continuing basis. 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 Issuer 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. Any actions the Reporting Person might undertake will be dependent upon the Reporting Person’s evaluation of numerous factors, including, among other things, the outcome of any discussions referenced in this Schedule 13D, the price levels of the Common Stock, general market and economic conditions, ongoing evaluation of the Issuer’s business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, investor’s need for liquidity, and other future developments.

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, the Proposal, 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.

Except as set forth above, the Reporting Person has no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Person reserves the right to change his plans at any time, as he deems appropriate, and in light of his ongoing evaluation of numerous factors, including, among other things, the price levels of the Common Stock, general market and economic conditions, ongoing evaluation of the Issuer’s business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, Reporting Person’s need for liquidity, and other future developments.

Item 7.     Material to be Filed as Exhibits.

Exhibit A:Letter Agreement, dated as of April 4, 2022, by and between Twitter, Inc. and the Reporting Person (incorporated  herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on April 5, 2022).
Exhibit B:Letter from the Reporting Person to the Issuer dated April 13, 2022.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 13, 2022

By:/s/ Elon Musk 
 Elon Musk 

Exhibit B

Bret Taylor

Chairman of the Board,

I invested in Twitter as I believe in its potential to be the platform for free speech around the globe, and I believe free speech is a societal imperative for a functioning democracy.  

However, since making my investment I now realize the company will neither thrive nor serve this societal imperative in its current form. Twitter needs to be transformed as a private company.

As a result, I am offering to buy 100% of Twitter for $54.20 per share in cash, a 54% premium over the day before I began investing in Twitter and a 38% premium over the day before my investment was publicly announced. My offer is my best and final offer and if it is not accepted, I would need to reconsider my position as a shareholder.

Twitter has extraordinary potential.  I will unlock it.

/s/ Elon Musk 

Elon Musk

Script

[SEND VIA TEXT]

As I indicated this weekend, I believe that the company should be private to go through the changes that need to be made.

After the past several days of thinking this over, I have decided I want to acquire the company and take it private.

I am going to send you an offer letter tonight, it will be public in the morning.

Are you available to chat?

[VOICE SCRIPT]

1.Best and Final:
a.I am not playing the back-and-forth game.
b.I have moved straight to the end.
c.It’s a high price and your shareholders will love it.
d.If the deal doesn’t work, given that I don’t have confidence in management nor do I believe I can drive the necessary change in the public market, I would need to reconsider my position as a shareholder.
i.This is not a threat, it’s simply not a good investment without the changes that need to be made.
ii.And those changes won’t happen without taking the company private.
2.My advisors and my team are available after you get the letter to answer any questions
a.There will be more detail in our public filings. After you receive the letter and review the public filings, your team can call my family office with any questions.

SOURCE: https://www.sec.gov/Archives/edgar/data/0001418091/000110465922045641/tm2212748d1_sc13da.htm

REPORT: Vehement Anti-Trump Group Donated $85k to Atlanta Election Judges

ATLANTA — A liberal nonprofit that accused President Donald Trump of unleashing a “surge in white supremacy and hate” donated $85,000 last fall to election administrators in Georgia’s largest county as part of a campaign to turn out black votes in the 2020 election, says a report published Wednesday by Just the News . Auditors now want some of that money returned.

The Fulton County Auditor declared this month that county election officials failed to spend all of the Southern Poverty Law Center’s grant for buying absentee ballot drop boxes and did not comply with one of the grant’s primary requirements to publicly disclose how many ballots were collected in the boxes.  

“The grant specified that any unused funds were to be returned to the SPLC by December 31, 2020. During our review, we identified that (21) ballot drop boxes were purchased on September 10, 2020 for a total cost of $40,614,” the auditor reported. “We also noted that as of the date of our review, the remaining $44,386 had not been returned to the SPLC and the funds remain in the Registration and Election Department’s budget.”

Officials in the county elections office, which includes Atlanta and has suffered from documented mismanagement, told the auditors they were in touch with the county’s grant division about returning money. But the report noted the deadline for doing so was already eight months past.

“Failure to return grant funds by the agreed upon deadline may lead to misuse of funds, restriction of future funding, as well as inaccurate record-keeping and financial reporting,” the auditors noted.

The audit findings are the latest to shine a light on private funds from prominent liberals that bypassed political parties, candidates and campaigns during the 2020 election and went instead to the independent judges and administrators of local elections, all in the name of  pandemic safety.

Facebook founder Mark Zuckerberg stirred controversy by donating a stunning $350 million in 2020 to another group, the Center for Tech and Civic Life, to provide grants to election administrators. Much of that money was targeted to large blue, urban areas and made requests to increase voter access for minority groups that typically lean Democrat.

After the election, when the impact of Zuckerberg’s funding became more clear, conservatives complained his funding was really Democratic get-out-the-vote money disguised as COVID aid so it could enlist local governments in the effort. At least eight states, including Arizona, have banned such private funding to election administrators since the November 2020 election.

SPLC’s role in Fulton County is likely to increase scrutiny of such private funding. Founded in the 1970s by the civil rights lawyer Morris Dees, SPLC earned a bipartisan reputation as a source of research on hate groups and racist groups. But in recent years, especially during the Trump administration, it became relentlessly critical of conservatives and aligned more with liberal doctrine.

The audit sharply criticized Fulton County’s election division for failing to comply with a requirement of the SPLC grant to provide a “direct link” on the county website “displaying the amount of absentee ballots that were returned to the Registration and Elections Board, for the 2020 general election, using the absentee ballot drop boxes.” The auditors found no such disclosure.

“We were informed by management that the request for this information to be placed on the County’s website was made verbally, but not in writing,” the auditors wrote. “Failure to adhere to agreed upon grant requirement could lead to revocation of grant funds or prohibition of future funds.”

The episode is noteworthy as much for its noncompliance as the actual source of funds.

Though a 501c3 nonprofit that is supposed to avoid direct politics, the SPLC was vocally opposed to Trump and his policies from the start of his tenure to his very last days in office. Its position was overtly stated in one campaign it ran to get Americans to sign an online petition demanding America’s 45th president accept responsibility for white supremacy.

“President Trump’s campaign and presidency have energized the white supremacist movement in unprecedented ways,” the petition read. “We saw it in the support he received from the likes of David Duke during his campaign. We saw it in the surge in hate crimes committed in his name after his election. And we saw it in the deadly gathering of white supremacists in Charlottesville.”

It added: “At this point, it’s not enough for Trump simply to condemn bigotry. He must take responsibility for the surge in white supremacy and hate that he has unleashed.”

SPLC relentlessly attacked Trump and Republicans throughout the 2020 election, from its Twitter feed to official statements. For instance, in June 2020 it decried Trump’s announcement he was listing the anarchist group Antifa as a terrorist organization as “further criminalization as a response to mourners and protesters demonstrating against abuses of police power. It is dangerous and unjust.”

It also described Antifa this way: “Individuals loosely affiliated with antifa are typically involved in skirmishes and property crimes at demonstrations across the country, but the threat of lethal violence pales in comparison to that posed by far-right extremists.”

In another infamous attack in December 2019, the group alleged that Trump had “weaponized the immigration courts into a deportation machine.”

The SPLC did not respond to an email seeking comment Monday. But when it provided the grant in October 2020, SPLC claimed it was part of a broader initiative to increase the African-American vote in Georgia, which also included multiple mailers to encourage blacks to vote by absentee ballot.

“Because lower propensity voters of color are less likely to be aware that they do not need an excuse, such as being out of town, to vote absentee, the SPLC is targeting many of them with official absentee ballot applications and instructions,” the group said at the time. “Included in the over one million eligible voters to be sent mailings are also new registrants of color since 2016, as well as more high propensity older voters of color who, due to the COVID-19 pandemic, may feel safer voting from home but are not tech-savvy enough to effectively use the state’s online absentee ballot request system.”

Phill Kline, a former Kansas attorney general and current head of the Amistad Project voter integrity initiative, said the overt anti-Trump posture of SPLC as well as its racial targeting could open the door for legal challenges.

“The SPLC joins dozens of left-leaning nonprofits funneling hundreds of millions of dollars into government election offices dictating policies which turned those offices into partisan campaign centers,” Kline said. “We have circumstantial evidence this effort was multistate and coordinated thereby implicating federal and state law concerns.”

BUILD BACK BROKER: Biden Signs $1 Trillion Infrastructure Bill Into Law

WASHINGTON (The Hill) — Joe Biden on Monday signed into law a $1.2 trillion bipartisan infrastructure bill at a boisterous ceremony at the White House, sealing a major accomplishment of his first term after weeks of negotiations in the House culminated in a bipartisan vote.

Biden welcomed lawmakers from both parties, from Congress and from state and local governments, to celebrate the passage of the bill and tout what he insisted would be the transformational ways it would improve day-to-day life for many Americans.

Biden used the bill signing to highlight a rare instance of bipartisanship at a polarized time in U.S. politics, even as former President Trump and other conservatives were suggesting House Republicans who voted for the bill should be challenged in primaries or stripped of committee assignments.

After weeks of talks and two trips to the Capitol from Biden, the House voted on the infrastructure bill earlier this month, passing it with a final tally of 228-206, with 13 Republicans crossing the aisle to support the measure, and six progressive Democrats bucking Biden and party leaders to oppose it.

The Senate passed the bill three months earlier in August, with 19 Republicans joining Democrats to move it to the House. The legislation languished there for weeks as progressives sought assurances on the other key piece of Biden’s economic agenda — a social spending bill focused on climate, child care and health care programs that Democrats intend to pass without GOP support through budget reconciliation. 

The $1.2 trillion bill, which contains roughly $550 billion in new funding, will provide for new investments in roads, bridges and railways around the country. White House officials have also said it will allow for the replacement of lead pipes to provide clean drinking water to communities, establish a network of electric vehicle charging stations and help expand internet access for swaths of the country that do not have it.

Biden has tapped former New Orleans Mayor Mitch Landrieu (D) as a senior White House adviser to coordinate the implementation of the bill, which cuts across several government agencies. 

Democrats are hoping that officials will be able to get some projects up and running quickly so the public feels the impact of the legislation, which could help Biden and his party politically ahead of the midterms. 

Biden’s approval ratings have been sinking for several weeks and it’s unclear thus far whether the president will see a bump from the infrastructure bill becoming law.  

A new Washington Post-ABC News poll conducted after the infrastructure bill passed the House found that 41 percent approve of Biden’s handling of the presidency, while 53 percent disapprove, a new low for Biden in the survey.

Attention will now shift to the fate of a $1.75 trillion proposal that is contains many of the priorities of Biden’s Build Back Better agenda, including funding to combat climate change, efforts to expand health care access and child care assistance, as well as money toward education and housing programs.

If the House passes the reconciliation bill, it will likely be tweaked in the Senate, where Sen. Joe Manchin (D-W.Va.) has expressed reservations about moving too quickly with such a major piece of legislation.

‘UNCONSTITUTIONAL!’ Republicans Explode Over New Biden Mandatory Vaccination Mandate

WASHINGTON– In a move constitutional scholars were quick to criticize, Joe Biden issued an executive order Thursday mandating all employers within the U.S. with 100 employees or more require their employees to be vaccinated against Covid-19.

“I’m instructing the Department of Labor to require all employers with 100+ employees to ensure their workforce is fully vaccinated — or show a negative test at least once a week,” Biden tweeted.

The mandate comes as an increasing number of Americans push back against the vaccine.

The administration will also enforce fines of up to $14,000 per violation for employers that ignore these mandates, The Washington Post reported. The mandate is expected to affect more than 100 million workers.

“This is absolutely unconstitutional,” Rep. Thomas Massie, R-Ky, wrote in a tweet, attaching a link to the news.

“Mandates are not the answer,” Rep. Neal Dunn, R-Fla, wrote in response. “Getting the vaccine should be up to you and your doctor — not the federal government.”

“All 9 million federal employees should consult with their doctor and make a personal, informed decision about taking the vaccine,” wrote Rep. Lauren Boebert, R-Colo. “Instead, Sleepy Joe says take it or else… You don’t lead by coercion. Biden has failed as a leader in every way.”

Recent rallies across the country have drawn increasing numbers by Americans suspicious of the Biden agenda.

One rally in San Diego drew particular interest after it was announced the protest was organized by health care workers.

Participants, calling themselves America’s Healthcare Workers for Medical Freedom, chanted the repurposed pro-abortion rights slogan “our body, our choice,” and argued that individuals, not the federal government, have the exclusive right to decide whether or not to receive the Covid-19 vaccine.

The Biden order is in direct contrast to statements he made while running for office in which he said he would not consider imposing mandatory vaccines.

“I don’t think they should be mandatory. I wouldn’t demand it to be mandatory, but I would do everything in my power just like I don’t think masks have to be made mandatory nationwide,” then candidate Biden told reporters in December of 2020.

Requests for clarification from the White House on the discrepancy were met with “no comment.”