4//SEC Filing
Young Melissa 4
Accession 0001593968-22-001696
CIK 0001710583other
Filed
Dec 7, 7:00 PM ET
Accepted
Dec 8, 4:17 PM ET
Size
17.9 KB
Accession
0001593968-22-001696
Insider Transaction Report
Form 4
Switch, Inc.SWCH
Young Melissa
Chief Information Officer
Transactions
- Disposition to Issuer
Class A Common Stock
2022-12-06$34.25/sh−85,387$2,924,505→ 0 total - Disposition to Issuer
Option (Right to Buy)
2022-12-06$34.25/sh−193,579$6,630,081→ 0 totalExercise: $17.00From: 2017-10-05Exp: 2027-10-05→ Class A Common Stock (193,579 underlying) - Exercise/Conversion
Class A Common Stock
2022-12-06+21,878→ 85,387 total - Disposition to Issuer
Class B Common Stock
2022-12-06−730,296→ 0 total(indirect: By LLC) - Exercise/Conversion
Performance-Based Restricted Stock Units
2022-12-06−6,885→ 0 totalFrom: 2022-12-06→ Class A Common Stock (13,770 underlying) - Exercise/Conversion
Performance-Based Restricted Stock Units
2022-12-06−4,054→ 0 totalFrom: 2022-12-06→ Class A Common Stock (8,108 underlying) - Disposition to Issuer
Common Units
2022-12-06$34.25/sh−730,296$25,012,638→ 0 total(indirect: By LLC)From: 2022-12-06→ Class A Common Stock (730,296 underlying)
Footnotes (5)
- [F1]Represents the settlement of performance-based restricted stock units into shares of Class A Common Stock based on maximum achievement of total shareholder return ("TSR") performance goals through the closing date of 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.
- [F2]Includes the full vesting and cancellation of 25,504 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.
- [F3]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.
- [F4]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.
- [F5]Held by an affiliated company of Ms. Young.
Documents
Issuer
Switch, Inc.
CIK 0001710583
Entity typeother
Related Parties
1- filerCIK 0001805245
Filing Metadata
- Form type
- 4
- Filed
- Dec 7, 7:00 PM ET
- Accepted
- Dec 8, 4:17 PM ET
- Size
- 17.9 KB