4/A//SEC Filing
Balelo William Gonsalves 4/A
Accession 0001719015-20-000001
CIK 0001710583other
Filed
Jan 12, 7:00 PM ET
Accepted
Jan 13, 1:35 PM ET
Size
24.1 KB
Accession
0001719015-20-000001
Insider Transaction Report
Form 4/AAmended
Switch, Inc.SWCH
Balelo William Gonsalves
10% Owner
Transactions
- Sale
CLASS B COMMON STOCK
2019-10-01$15.39/sh−2,450,000$37,705,500→ 2,863,000 total(indirect: By LLC) - Conversion
COMMON UNITS
2019-10-01$15.39/sh−770,000$11,850,300→ 2,093,000 total(indirect: By LLC)Exercise: $15.39→ CLASS A COMMON STOCK (770,000 underlying) - Conversion
CLASS A COMMON STOCK
2019-10-01+770,000→ 2,790,243 total(indirect: By LLC) - Other
CLASS B COMMON STOCK
2019-10-01−770,000→ 2,093,000 total(indirect: By LLC) - Conversion
COMMON UNITS
2019-10-01$15.39/sh−113,500$1,746,765→ 2,745,920 total(indirect: By Trust)Exercise: $15.39→ CLASS A COMMON STOCK (113,500 underlying) - Conversion
CLASS A COMMON STOCK
2019-10-01+113,750→ 2,771,000 total(indirect: By Trust) - Other
CLASS B COMMON STOCK
2019-10-01−113,750→ 2,745,920 total(indirect: By Trust)
BALELO FAMILY IRREVOCABLE SUBTRUST
10% Owner
Transactions
- Conversion
CLASS A COMMON STOCK
2019-10-01+770,000→ 2,790,243 total(indirect: By LLC) - Conversion
CLASS A COMMON STOCK
2019-10-01+113,750→ 2,771,000 total(indirect: By Trust) - Other
CLASS B COMMON STOCK
2019-10-01−770,000→ 2,093,000 total(indirect: By LLC) - Sale
CLASS B COMMON STOCK
2019-10-01$15.39/sh−2,450,000$37,705,500→ 2,863,000 total(indirect: By LLC) - Conversion
COMMON UNITS
2019-10-01$15.39/sh−113,500$1,746,765→ 2,745,920 total(indirect: By Trust)Exercise: $15.39→ CLASS A COMMON STOCK (113,500 underlying) - Other
CLASS B COMMON STOCK
2019-10-01−113,750→ 2,745,920 total(indirect: By Trust) - Conversion
COMMON UNITS
2019-10-01$15.39/sh−770,000$11,850,300→ 2,093,000 total(indirect: By LLC)Exercise: $15.39→ CLASS A COMMON STOCK (770,000 underlying)
BALELO FAMILY L.P.
10% Owner
Transactions
- Other
CLASS B COMMON STOCK
2019-10-01−770,000→ 2,093,000 total(indirect: By LLC) - Sale
CLASS B COMMON STOCK
2019-10-01$15.39/sh−2,450,000$37,705,500→ 2,863,000 total(indirect: By LLC) - Conversion
CLASS A COMMON STOCK
2019-10-01+770,000→ 2,790,243 total(indirect: By LLC) - Conversion
CLASS A COMMON STOCK
2019-10-01+113,750→ 2,771,000 total(indirect: By Trust) - Other
CLASS B COMMON STOCK
2019-10-01−113,750→ 2,745,920 total(indirect: By Trust) - Conversion
COMMON UNITS
2019-10-01$15.39/sh−770,000$11,850,300→ 2,093,000 total(indirect: By LLC)Exercise: $15.39→ CLASS A COMMON STOCK (770,000 underlying) - Conversion
COMMON UNITS
2019-10-01$15.39/sh−113,500$1,746,765→ 2,745,920 total(indirect: By Trust)Exercise: $15.39→ CLASS A COMMON STOCK (113,500 underlying)
Balelo Holdings LLC
10% Owner
Transactions
- Sale
CLASS B COMMON STOCK
2019-10-01$15.39/sh−2,450,000$37,705,500→ 2,863,000 total(indirect: By LLC) - Conversion
CLASS A COMMON STOCK
2019-10-01+770,000→ 2,790,243 total(indirect: By LLC) - Other
CLASS B COMMON STOCK
2019-10-01−770,000→ 2,093,000 total(indirect: By LLC) - Conversion
CLASS A COMMON STOCK
2019-10-01+113,750→ 2,771,000 total(indirect: By Trust) - Other
CLASS B COMMON STOCK
2019-10-01−113,750→ 2,745,920 total(indirect: By Trust) - Conversion
COMMON UNITS
2019-10-01$15.39/sh−770,000$11,850,300→ 2,093,000 total(indirect: By LLC)Exercise: $15.39→ CLASS A COMMON STOCK (770,000 underlying) - Conversion
COMMON UNITS
2019-10-01$15.39/sh−113,500$1,746,765→ 2,745,920 total(indirect: By Trust)Exercise: $15.39→ CLASS A COMMON STOCK (113,500 underlying)
Footnotes (6)
- [F1]The issuer purchased 2,450,000 Class B Common Stock shares from the reporting person at the price of $15.39 per share. Prices of securities reported in U.S. Dollars on a per share basis, not an aggregate basis. The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range.
- [F2]Held by Balelo Holdings LLC, as to which Mr. Balelo is a Managing Member and maintains voting and dispositive control of these shares. Mr. Balelo disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest.
- [F3]The reporting person surrendered for redemption and conversion 770,000 common membership units in Switch, Ltd. ("Common Units") on a one-for-one basis for Issuer's Class A Common Stock. 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 the volume weighed average market price of one share of Class A Common Stock for each Common Unit redeemed. The Common Units have no expiration date.
- [F4]Upon the redemption and conversion of the Common Units into Class A Common Stock, one share of Issuer's Class B Common Stock held by the reporting person was forfeited and cancelled, without consideration, on a one-for-one basis for each share of Class A Common Stock acquired. The Class B Common Stock only confer voting rights (one vote per share) and do not confer economic rights.
- [F5]The reporting person surrendered for redemption and conversion 113,500 common membership units in Switch, Ltd. ("Common Units") on a one-for-one basis for Issuer's Class A Common Stock. 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 the volume weighed average market price of one share of Class A Common Stock for each Common Unit redeemed. The Common Units have no expiration date.
- [F6]Held by Balelo Family Irrevocable Subtrust, as to which Mr. Balelo does not have the power to direct the sale or disposition of the shares held by the trust, and the trust beneficiaries are Mr. Balelo's immediate family members who do not have the power to direct the sale or disposition of the shares held by the trust. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
Documents
Issuer
Switch, Inc.
CIK 0001710583
Entity typeother
Related Parties
1- filerCIK 0001719015
Filing Metadata
- Form type
- 4/A
- Filed
- Jan 12, 7:00 PM ET
- Accepted
- Jan 13, 1:35 PM ET
- Size
- 24.1 KB