Roy Rob 4

Accession 0001593968-22-001695

CIK 0001710583other

View on SEC.gov Company Profile

Filed

Dec 7, 7:00 PM ET

Accepted

Dec 8, 4:13 PM ET

Size

29.7 KB

Accession

0001593968-22-001695

Insider Transaction Report

Form 4

Period: 2022-12-06

Switch, Inc.SWCH

Roy Rob

DirectorChief Executive Officer10% Owner

Transactions

Disposition to Issuer
Class B Common Stock
2022-12-06−10,023,735→ 0 total
Disposition to Issuer
Option (Right to Buy)
2022-12-06$34.25/sh−695,903$23,834,678→ 0 total
Exercise: $6.97From: 2022-03-07Exp: 2028-12-13→ Class A Common Stock (695,903 underlying)
Disposition to Issuer
Option (Right to Buy)
2022-12-06$34.25/sh−453,386$15,528,471→ 0 total
Exercise: $14.95From: 2022-12-06Exp: 2030-03-02→ Class A Common Stock (453,386 underlying)
Disposition to Issuer
Common Units
2022-12-06$34.25/sh−4,703,196$161,084,463→ 10,023,735 total
From: 2022-12-06→ Class A Common Stock (4,703,196 underlying)
Exercise/Conversion
Class A Common Stock
2022-12-06+222,218→ 959,216 total
Disposition to Issuer
Class A Common Stock
2022-12-06$34.25/sh−959,216$32,853,148→ 0 total
Disposition to Issuer
Class B Common Stock
2022-12-06−4,703,196→ 10,023,735 total
Disposition to Issuer
Option (Right to Buy)
2022-12-06$34.25/sh−291,864$9,996,342→ 0 total
Exercise: $17.00From: 2017-10-05Exp: 2027-10-05→ Class A Common Stock (291,864 underlying)
Disposition to Issuer
Common Units
2022-12-06−10,023,735→ 0 total
From: 2022-12-06→ Class A Common Stock (10,023,735 underlying)
Disposition to Issuer
Option (Right to Buy)
2022-12-06$34.25/sh−454,063$15,551,658→ 0 total
Exercise: $10.66From: 2022-12-06Exp: 2029-03-14→ Class A Common Stock (454,063 underlying)
Exercise/Conversion
Performance-Based Restricted Stock Units
2022-12-06−152,012→ 0 total
From: 2022-12-06→ Class A Common Stock (184,744 underlying)
Exercise/Conversion
Performance-Based Restricted Stock Units
2022-12-06−120,185→ 0 total
From: 2022-12-06→ Class A Common Stock (37,474 underlying)

Footnotes (9)

[F1]In connection with the merger (the "Merger") contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated May 11, 2022, by and among Switch, Inc. (the "Company"), Switch, Ltd., a Nevada limited liability company, Sunshine Merger Sub, Ltd., a Nevada limited liability company and a direct and wholly owned subsidiary of the Company, Sunshine Bidco Inc., a Delaware corporation ("Parent"), and Sunshine Parent Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Parent, the performance period for the performance-based restricted stock units ("PSUs") ended on the closing date of the Merger.
[F2]The Company achieved maximum performance under the total shareholder return ("TSR") performance goals of the PSUs through the Merger closing date, with an aggregate 222,218 of the resulting earned PSUs converting to an equal number of shares of Class A Common Stock, an aggregate 292,979 of the resulting earned PSUs converting to contingent cash awards valued at an amount equal to such number of earned PSUs multiplied by the cash Merger consideration of $34.25 per PSU, and an aggregate 29,197 of the resulting earned PSUs being forfeited. The contingent cash awards vest generally in six-month increments, tied to the original grant date of the applicable PSUs, commencing February 28, 2023 and continuing through February 28, 2025, subject to continued service through such vesting dates.
[F3]Includes the full vesting and cancellation of 429,078 restricted stock units ("RSUs") in exchange for the per share cash Merger consideration of $34.25 on the Merger closing date in accordance with the terms of the Merger Agreement.
[F4]Represents the cancellation of securities, including equity awards, in exchange for the per share cash Merger consideration of $34.25, on the Merger closing date, in accordance with the terms of the Merger Agreement.
[F5]Represents the cancellation of the Common Units in exchange for the per share cash Merger consideration of $34.25, and the associated cancellation for no consideration of the shares of Class B Common Stock, on the Merger closing date in accordance with the terms of the Merger Agreement. The Common Units have no expiration date.
[F6]Represents the cancellation of the Common Units in exchange for equity interests in an affiliate of DigitalBridge Group, Inc. with an aggregate value equal to the aggregate value of the cancelled Common Units based on the per share cash Merger consideration of $34.25, and the associated cancellation for no consideration of the shares of Class B Common Stock, on the Merger closing date. The Common Units have no expiration date.
[F7]The Common Units are redeemable for an equal number of shares of the Company's Class A Common Stock. The Common Units have no expiration date.
[F8]Includes 140,310 options that were scheduled to vest on March 14, 2023 that became fully vested on the closing date of the Merger in accordance with the terms of the Merger Agreement.
[F9]Includes 262,229 options that were scheduled to vest in equal installments on March 2, 2023 and March 2, 2024 that became fully vested on the closing date of the Merger in accordance with the terms of the Merger Agreement.

Documents

1 file

4
primary_01.xmlPrimary
PRIMARY DOCUMENT

Issuer

Switch, Inc.

CIK 0001710583

→

Entity typeother

Related Parties

filerCIK 0001718317

Filing Metadata

Form type: 4
Filed: Dec 7, 7:00 PM ET
Accepted: Dec 8, 4:13 PM ET
Size: 29.7 KB

View on SEC.gov