4//SEC Filing
Morton Erin Thomas 4
Accession 0001593968-22-001699
CIK 0001710583other
Filed
Dec 7, 7:00 PM ET
Accepted
Dec 8, 4:20 PM ET
Size
35.2 KB
Accession
0001593968-22-001699
Insider Transaction Report
Form 4
Switch, Inc.SWCH
Morton Erin Thomas
President and General Counsel10% Owner
Transactions
- Exercise/Conversion
Class A Common Stock
2022-12-06+128,279→ 489,194 total - Disposition to Issuer
Class A Common Stock
2022-12-06$34.25/sh−489,194$16,754,895→ 0 total - Disposition to Issuer
Class B Common Stock
2022-12-06−2,686,149→ 0 total(indirect: By LLC) - Disposition to Issuer
Option (Right to Buy)
2022-12-06$34.25/sh−429,276$14,702,703→ 0 totalExercise: $6.97From: 2022-03-07Exp: 2028-12-13→ Class A Common Stock (429,276 underlying) - Disposition to Issuer
Option (Right to Buy)
2022-12-06$34.25/sh−330,688$11,326,064→ 0 totalExercise: $14.95From: 2022-12-06Exp: 2030-03-02→ Class A Common Stock (330,688 underlying) - Disposition to Issuer
Class B Common Stock
2022-12-06−294,354→ 233,560 total - Disposition to Issuer
Class B Common Stock
2022-12-06−233,560→ 0 total - Disposition to Issuer
Option (Right to Buy)
2022-12-06$34.25/sh−1,447,805$49,587,321→ 0 totalExercise: $17.00From: 2017-10-05Exp: 2027-10-05→ Class A Common Stock (1,447,805 underlying) - Disposition to Issuer
Class A Common Stock
2022-12-06$34.25/sh−200,000$6,850,000→ 0 total(indirect: By LLC) - Disposition to Issuer
Common Units
2022-12-06$34.25/sh−294,354$10,081,625→ 233,560 totalFrom: 2022-12-06→ Class A Common Stock (294,354 underlying) - Disposition to Issuer
Common Units
2022-12-06−233,560→ 0 totalFrom: 2022-12-06→ Class A Common Stock (233,560 underlying) - Disposition to Issuer
Option (Right to Buy)
2022-12-06$34.25/sh−250,527$8,580,550→ 0 totalExercise: $10.66From: 2022-12-06Exp: 2029-03-14→ Class A Common Stock (250,527 underlying) - Exercise/Conversion
Performance-Based Restricted Stock Units
2022-12-06−76,800→ 0 totalFrom: 2022-12-06→ Class A Common Stock (93,337 underlying) - Exercise/Conversion
Performance-Based Restricted Stock Units
2022-12-06−62,988→ 0 totalFrom: 2022-12-06→ Class A Common Stock (34,942 underlying) - Disposition to Issuer
Common Units
2022-12-06−2,686,149→ 0 total(indirect: By LLC)From: 2022-12-06→ Class A Common Stock (2,686,149 underlying)
Footnotes (10)
- [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.
- [F10]Includes 165,344 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.
- [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 128,279 of the resulting earned PSUs converting to an equal number of shares of Class A Common Stock, and an aggregate 151,297 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.
- [F3]Includes the full vesting and cancellation of 228,682 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]Held by an affiliated company of Mr. Morton; Mr. Morton has voting and dispositive control over, and full pecuniary interests in, these shares.
- [F8]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.
- [F9]Includes 62,632 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.
Documents
Issuer
Switch, Inc.
CIK 0001710583
Entity typeother
Related Parties
1- filerCIK 0001718318
Filing Metadata
- Form type
- 4
- Filed
- Dec 7, 7:00 PM ET
- Accepted
- Dec 8, 4:20 PM ET
- Size
- 35.2 KB