4/A//SEC Filing
BORDEN MICHAEL DAVID 4/A
Accession 0001718987-19-000002
CIK 0001710583other
Filed
Apr 9, 8:00 PM ET
Accepted
Apr 10, 4:03 PM ET
Size
2.0 MB
Accession
0001718987-19-000002
Insider Transaction Report
Form 4/AAmended
Switch, Inc.SWCH
BORDEN MICHAEL DAVID
10% Owner
Transactions
- Other
CLASS B COMMON STOCK
2019-04-01−1,831,259→ 0 total - Other
CLASS B COMMON STOCK
2019-04-01$10.55/sh−368,741$3,890,218→ 0 total - Other
COMMON UNITS
2019-04-01$10.55/sh−400,002$4,220,021→ 0 total(indirect: BY BORDEN LP)→ CLASS A COMMON STOCK (400,002 underlying) - Conversion
CLASS A COMMON STOCK
2019-04-01+5,599,998→ 5,599,998 total(indirect: BY BORDEN LP) - Other
CLASS B COMMON STOCK
2019-04-01$10.55/sh−400,002$4,220,021→ 0 total(indirect: BY BORDEN LP) - Other
CLASS B COMMON STOCK
2019-04-01−707,471→ 0 total(indirect: By Spouse) - Conversion
CLASS A COMMON STOCK
2019-04-01+707,471→ 707,471 total(indirect: By Spouse) - Conversion
COMMON UNITS
2019-04-01−1,831,259→ 0 total→ CLASS A COMMON STOCK (1,831,259 underlying) - Other
COMMON UNITS
2019-04-01$10.55/sh−368,741$3,890,218→ 0 total→ CLASS A COMMON STOCK (368,741 underlying) - Conversion
COMMON UNITS
2019-04-01−5,599,998→ 0 total(indirect: BY BORDEN LP)→ CLASS A COMMON STOCK (5,599,998 underlying) - Conversion
COMMON UNITS
2019-04-01−707,471→ 0 total(indirect: By Spouse)→ CLASS A COMMON STOCK (707,471 underlying) - Conversion
CLASS A COMMON STOCK
2019-04-01+1,831,259→ 4,400,002 total - Other
CLASS B COMMON STOCK
2019-04-01−5,599,998→ 0 total(indirect: BY BORDEN LP)
Footnotes (5)
- [F1]Represents the forfeiture and cancellation of one share of Class B common stock for each share of Class A common stock acquired upon the redemption and conversion of the Common Units into Class A common stock, on a one-for-one basis pursuant to the Amended and Restated Certificate of Incorporation of the Issuer. The shares of Class B common stock (i) confer only voting rights (one vote per share) and do not confer any incidents of economic ownership to the holders thereof; and (ii) are forfeited and cancelled, on a one-for-one basis, without consideration, upon the redemption of Common Units for shares of Class A common stock, or cash, at the Issuer's election. See Footnote 2.
- [F2]Represents the redemption and conversion of common membership interests in Switch, Ltd. ("Common Units"), on a one-for-one basis for shares of Class A common stock.
- [F3]The Common Units are redeemable on a one-for-one basis for shares of Class A common stock, or, at the election of the Issuer, cash equal to a volume weighted average market price of a share of Class A common stock. The Common Units have no expiration date. Upon any redemption of Common Units, one share of Class B common stock is automatically forfeited and cancelled for each Common Unit so redeemed.
- [F4]Represents the redemption for cash by Switch, Ltd. of the Common Units pursuant to a Common Unit Repurchase Agreement dated as of April 1, 2019, whereby such Common Units were redeemed for an amount per unit equal to the closing price of a share of Class A common stock on the New York Stock Exchange on April 1, 2019.
- [F5]This amendment to the Form 4 originally filed on April 3, 2019, is being filed to reflect the conversion of Common Units held by Michael D. Borden's spouse, however this amendment shall not be deemed an admission that Michael D. Borden is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any securities held solely by Michael D. Borden's spouse, and Michael D. Borden disclaims beneficial ownership thereof.
Issuer
Switch, Inc.
CIK 0001710583
Entity typeother
Related Parties
1- filerCIK 0001718987
Filing Metadata
- Form type
- 4/A
- Filed
- Apr 9, 8:00 PM ET
- Accepted
- Apr 10, 4:03 PM ET
- Size
- 2.0 MB