Tom & Leslie Thomas Children's Trust 3
3 · Switch, Inc. · Filed Feb 13, 2018
Insider Transaction Report
Form 3
Switch, Inc.SWCH
Tom & Leslie Thomas Children's Trust
10% Owner
Holdings
- 4,052,276
CLASS B COMMON STOCK
COMMON UNITS
→ CLASS A COMMON STOCK (4,052,276 underlying)
Footnotes (3)
- [F1]Acquired pursuant to a Subscription Agreement with the Issuer in connection with the recapitalization of Switch, Ltd., and the Issuer's corporate restructuring and IPO. One share of the Issuer's Class B common stock was issued for each common membership interest in Switch, Ltd. ("Common Unit") held by the reporting person. Pursuant to the Amended and Restated Articles of Incorporation of the Issuer, the shares of Class B common stock: (i) confer only voting rights (one vote per share) and do not confer any incidents of economic ownership to the holders thereof; and (ii) are forfeited and cancelled, on a one-for-one basis, without consideration, upon the redemption of Common Units for shares of Class A common stock, or cash, at the Issuer's election. See Footnote 3.
- [F2]Represents Common Units, which 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 a share of Class A common stock. The Common Units were acquired pursuant to a reclassification (exempt under Section 16b-7) and reorganization of the Issuer in connection with the Issuer's initial public offering ("IPO"). One share of the Issuer's Class B common stock was issued for each Common Unit held by the reporting person. See footnote 1.
- [F3]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 a share of Class A common stock. The Common Units have no expiration date. Upon any redemption of Common Units, one share of Class B common stock is automatically forfeited and cancelled for each Common Unit so redeemed.