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Comment by akyu | Hacker News Reader

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akyu

>He filed forms that he was going to be a passive investor

No he didn't.

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https://www.sec.gov/Archives/edgar/data/0001418091/000110465...

Nowhere on that page does it say anything about being a passive investor?

it is the bold "13G" at the top of the page.

I see, thanks

Rule 13d-1(c): 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.

That's 13D... we are talking about 13G

You may want to actually read that.

He filed 13g instead of 13d. Any activist investors who want to influence the course of the company get involved in proxy fights , change the board should not file 13g that is only for passive investment.

There was discussion yesterday whether him polling his followers last week about twitter and social media was activism. Joining the board certainly is.

My question is why?? 13d doesn't seem to make a difference so why file the other.

It requires a lot more details and you have to disclose your intentions more clearly.

He has already signed a separate agreement with twitter that he won’t go over 14 % .

Twitter has always been ripe for being targeted for a takeover it is one of the smallest social media companies it is worth only 35-40B compared to say Facebook (900+B) or TikTok (400B) and it has enormous presence and daily active users. Snapchat is not very far in valuation, but has less reach, Reddit is growing and raised the last round at $10B post but is still private and not that easy take control of. The other attractive factor the founder is no longer actively involved.

Sooner or later someone was going to attempt take over and try to improve its monetizing strategy and generate more value. 3x-5x their MCap is well within the realm of possibility for twitter if executed to a good vision.

I guess my general thought was that the 13D requirements seem pretty trivial and intent is easy to amend. On Monday your intent is to solely to inform productive decisions with a board seat, and then by Friday you now want to take over and update your filing.

I dont see how filing a 13G is better than the above

Have you actually read 13G? I suggest you do.

If you’re going to write a terse, incorrect response, at least include a misleading source.

No. You're wrong.

Can you explain yourself? 13G is the form that passive investors fill out. 13D is a more detailed form intended for activist investors. What is your special knowledge that everyone is getting wrong that you’re alluding to?

Sure I'll explain myself. This is Elon's 13G filling. Where does it say anything here about him being a passive investor? https://www.sec.gov/Archives/edgar/data/0001418091/000110465...

It's amazing how jumpy the hackernews crowd gets without even reading the document in question. As if Elon's team of lawyers that did this paperwork for him overlooked such a trivial detail.

Cool, do yourself a favour and read this to understand what a 13G form is for: https://www.investopedia.com/terms/s/schedule13g.asp

> If you’re going to write a terse, incorrect response, at least include a misleading source.

I appreciate that you take your own advice. You don't understand how these forms work. Both passive and active investors can file a 13G. Why are you just making stuff up?

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