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 on May 18, 2022. As of the date of this letter, we have not
received a response.
These comments remain outstanding and unresolved. Accordingly, we are
re-issuing our
comments below. We expect you to provide a complete, substantive
response to these comments
in a written letter filed on EDGAR. After reviewing your response to
these comments, we may
have additional comments.
If you do not respond, we will, consistent with our obligations
under the federal securities
laws, decide how we will seek to resolve material outstanding comments
and complete our
review of your filing and your disclosure. Among other things, we may
decide to release
publicly, through the agency s EDGAR system, all correspondence,
including this letter, relating
to the review of your filing, consistent with the staff s decision to
publicly release comment and
response letters relating to disclosure filings it has reviewed.
Schedule 13D, as amended through May 25, 2022
Item 4 | Purpose of Transaction, page 3
1. We note that on May 17,
2022, Elon R. Musk referred to the pending acquisition of
Twitter, Inc. and
publicly stated via his Twitter feed that "[t]his deal cannot move
forward". The term
"cannot" suggests that Mr. Musk and his affiliates are exercising a
legal right under the
terms of the merger agreement to suspend completion of the
acquisition of Twitter
or otherwise do not intend to complete the acquisition. Yet, we note
that the Schedule 13D
has not been amended to reflect the apparent material change that
has occurred to the
facts previously reported under Item 4 of Schedule 13D. Provide us
with a written analysis
in support of any conclusion that an amendment is not required.
Elon R. Musk
Elon Musk Revocable Trust
June 2, 2022
Page 2
Include in this analysis a clear statement as to Mr. Musk's current
plans or proposals with
respect to the acquisition of Twitter. If a material change has
occurred, then promptly
amend the Schedule 13D. If any other material changes to the facts
reported in your
Schedule 13D occur in the future, you are reminded to promptly amend the
Schedule 13D
in accordance with Rule 13d-2(a) of Regulation 13D-G.
General
2. We note that the communication made by Mr. Musk via his Twitter feed on
May 17, 2022
was filed as soliciting material under the EDGAR header tag DFAN14A.
Although the
disclosure on the cover page of Schedule 14A indicates the solicitation
was made in
reliance upon Rule 14a-12, the communication itself (i.e., the Tweet)
did not include the
legend required by Rule 14a-12(a)(1)(ii) and referenced by the Division
of Corporation
Finance in Securities Act Rule CDI 164.02. Please advise us in a written
response why
Rule 14a-12 was identified as a basis on which to make the solicitation
despite the
omission of the required legend. To the extent that future solicitations
are made in writing
and in reliance upon Rule 14a-12, you are reminded that all such written
communications
also should contain the required legend.
Please be advised that you remain responsible for the accuracy and
adequacy of
the disclosures in your beneficial ownership statements irrespective of our
review of any of your
filings.
You may contact Ted Yu, Chief, Office of Mergers and Acquisitions, at
(202) 551-7266,
or Nicholas Panos, Senior Special Counsel, Office of Mergers and Acquisitions,
at (202) 551-
3266 with any questions regarding our comments.
Sincerely,
FirstName LastNameElon R. Musk
Division of
Corporation Finance
Comapany NameElon Musk Revocable Trust
Office of Mergers
& Acquisitions
June 2, 2022 Page 2
cc: Mike Ringler
FirstName LastName