Balelo Holdings LLC 4/A
4/A · Switch, Inc. · Filed Jan 21, 2020
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)
Footnotes (4)
- [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.