Gragson Scott Russell 4
4 · Switch, Inc. · Filed Apr 3, 2019
Insider Transaction Report
Form 4
Switch, Inc.SWCH
Gragson Scott Russell
10% Owner
Transactions
- Other
Class B Common Stock
2019-04-01−7,331,538→ 0 total(indirect: By LLC) - Conversion
Class A Common Stock
2019-04-01+7,331,538→ 7,996,231 total(indirect: By LLC) - Conversion
Common Units
2019-04-01−7,331,538→ 0 total(indirect: By LLC)→ Class A Common Stock (7,331,538 underlying)
Footnotes (3)
- [F1]The reporting person surrendered for redemption and conversion 7,331,538 common membership units in Switch, Ltd. ("Common Units") on a one-for-one basis for Issuer's Class A Common Stock. The Common Units are redeemable on a one-for-one basis for shares of Class A Common Stock or, at the election of the Issuer, cash equal to a volume weighted average market price of one share of Class A Common Stock for each Common Unit redeemed. The Common Units have no expiration date.
- [F2]Upon the redemption and conversion of the Common Units into Class A Common Stock, one share of Issuer's Class B Common Stock held by the reporting person was forfeited and cancelled, without consideration, on a one-for-one basis for each share of Class A Common Stock acquired. The Class B Common Stock only confer voting rights (one vote per share) and do not confer economic rights.
- [F3]Held by Gragson Data SS, LLC, as to which Mr. Gragson is the manager of the LLC and has voting and dispositive power of the shares, subject to a voting agreement in favor of the pledgee of the shares. Mr. Gragson disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest.