Nacht Gabriel 4

Accession 0001593968-22-001698

CIK 0001710583other

View on SEC.gov Company Profile

Filed

Dec 7, 7:00 PM ET

Accepted

Dec 8, 4:19 PM ET

Size

25.4 KB

Accession

0001593968-22-001698

Insider Transaction Report

Form 4

Period: 2022-12-06

Switch, Inc.SWCH

Nacht Gabriel

Chief Financial Officer

Transactions

Disposition to Issuer
Class A Common Stock
2022-12-06$34.25/sh−305,972$10,479,541→ 0 total
Disposition to Issuer
Common Units
2022-12-06$34.25/sh−337,353$11,554,340→ 0 total
From: 2022-12-06→ Class A Common Stock (337,353 underlying)
Exercise/Conversion
Class A Common Stock
2022-12-06+55,648→ 305,972 total
Disposition to Issuer
Class B Common Stock
2022-12-06−337,353→ 0 total
Disposition to Issuer
Option (Right to Buy)
2022-12-06$34.25/sh−159,642$5,467,739→ 0 total
Exercise: $14.95From: 2022-12-06Exp: 2030-03-02→ Class A Common Stock (159,642 underlying)
Disposition to Issuer
Option (Right to Buy)
2022-12-06$34.25/sh−353,667$12,113,095→ 0 total
Exercise: $6.97From: 2022-03-07Exp: 2028-12-13→ Class A Common Stock (353,667 underlying)
Disposition to Issuer
Option (Right to Buy)
2022-12-06$34.25/sh−162,647$5,570,660→ 0 total
Exercise: $17.00From: 2017-10-05Exp: 2027-10-05→ Class A Common Stock (162,647 underlying)
Disposition to Issuer
Option (Right to Buy)
2022-12-06$34.25/sh−206,402$7,069,269→ 0 total
Exercise: $10.66From: 2022-12-06Exp: 2029-03-14→ Class A Common Stock (206,402 underlying)
Exercise/Conversion
Performance-Based Restricted Stock Units
2022-12-06−37,076→ 0 total
From: 2022-12-06→ Class A Common Stock (45,059 underlying)
Exercise/Conversion
Performance-Based Restricted Stock Units
2022-12-06−21,720→ 0 total
From: 2022-12-06→ Class A Common Stock (10,589 underlying)

Footnotes (7)

[F1]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.
[F2]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.
[F3]The Company achieved maximum performance under the total shareholder return ("TSR") performance goals of the PSUs through the Merger closing date, with an aggregate 55,648 of the resulting earned PSUs converting to an equal number of shares of Class A Common Stock, and an aggregate 61,944 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. 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.
[F4]Includes the full vesting and cancellation of 105,189 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.
[F5]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.
[F6]Includes 51,600 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.
[F7]Includes 79,821 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 0001718319

Filing Metadata

Form type: 4
Filed: Dec 7, 7:00 PM ET
Accepted: Dec 8, 4:19 PM ET
Size: 25.4 KB

View on SEC.gov