4/A//SEC Filing
THOMAS PETER M 4/A
Accession 0001209191-19-058607
CIK 0001710583other
Filed
Dec 1, 7:00 PM ET
Accepted
Dec 2, 6:32 PM ET
Size
17.4 KB
Accession
0001209191-19-058607
Insider Transaction Report
Form 4/AAmended
Switch, Inc.SWCH
THOMAS PETER M
10% Owner
Transactions
- Sale
Class A Common Stock
2019-11-20$16.18/sh−50,000$809,000→ 900,500 total - Disposition to Issuer
Class B Common Stock
2019-11-15−800,000→ 2,600,000 total(indirect: By LLC) - Disposition to Issuer
Class B Common Stock
2019-11-15−2,600,000→ 0 total(indirect: By LLC) - Conversion
Common Units
2019-11-15−2,600,000→ 0 total(indirect: By LLC)→ Class A Common Stock (2,600,000 underlying) - Conversion
Class A Common Stock
2019-11-15+2,600,000→ 2,979,888 total(indirect: By LLC) - Other
Common Units
2019-11-15$15.99/sh−800,000$12,792,000→ 2,600,000 total(indirect: By LLC)→ Class A Common Stock (800,000 underlying)
Footnotes (5)
- [F1]Represents shares of Class B Common Stock of Switch, Inc. (the "Issuer") indirectly owned by the reporting person that were, pursuant to the Amended and Restated Articles of Incorporation (the "Articles") of the Issuer, forfeited and cancelled for no consideration upon redemption of an equal number of common membership units (the "Common Units") of Switch, Ltd. (the "LLC"). The Class B Common Stock only confers voting rights (one vote per share) and does not confer economic rights.
- [F2]Held by Thomas & Mack Co., Limited Liability Company, of which Mr. Thomas is a managing member and has sole voting and dispositive control of the shares. Mr. Thomas disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest.
- [F3]Represents shares of Class B Common Stock of the Issuer indirectly owned by the reporting person that were, pursuant to the Articles of the Issuer, forfeited and cancelled for no consideration upon redemption and conversion of an equal number of the Common Units of the LLC. The Class B Common Stock only confers voting rights (one vote per share) and does not confer economic rights.
- [F4]The reporting person surrendered for redemption and conversion Common Units of the LLC into an equal number of number of shares of the Issuer's Class A Common Stock pursuant to the Articles of the Issuer and the Fifth Amended and Restated Operating Agreement of the LLC. The Common Units have no expiration date.
- [F5]Represents the redemption by the LLC of 800,000 Common Units, pursuant to a Common Unit Repurchase Agreement dated as of November 15, 2019, for cash per Common Unit equal to the closing price of a share of the Issuer's Class A Common Stock on the New York Stock Exchange on the same date. The Common Units have no expiration date.
Documents
Issuer
Switch, Inc.
CIK 0001710583
Entity typeother
Related Parties
1- filerCIK 0001012741
Filing Metadata
- Form type
- 4/A
- Filed
- Dec 1, 7:00 PM ET
- Accepted
- Dec 2, 6:32 PM ET
- Size
- 17.4 KB