Filing Details
- Accession Number:
- 0001209191-19-058607
- Form Type:
- 4/A
- Zero Holdings:
- No
- Publication Time:
- 2019-12-02 18:32:44
- Reporting Period:
- 2019-11-15
- Accepted Time:
- 2019-12-02 18:32:44
- Original Submission Date:
- 2019-11-21
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1710583 | Switch Inc. | SWCH | () | 4/A |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1012741 | M Peter Thomas | 2300 West Sahara Avenue Suite 530 Las Vegas NV 89102 | No | No | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Disposition | 2019-11-20 | 50,000 | $16.18 | 900,500 | No | 4 | S | Direct | |
| Class B Common Stock | Disposition | 2019-11-15 | 800,000 | $0.00 | 2,600,000 | No | 4 | D | Indirect | By LLC |
| Class B Common Stock | Disposition | 2019-11-15 | 2,600,000 | $0.00 | 0 | No | 4 | D | Indirect | By LLC |
| Class A Common Stock | Acquisiton | 2019-11-15 | 2,600,000 | $0.00 | 2,979,888 | No | 4 | C | Indirect | By LLC |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | S | Direct | |
| No | 4 | D | Indirect | By LLC |
| No | 4 | D | Indirect | By LLC |
| No | 4 | C | Indirect | By LLC |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Common Units | Disposition | 2019-11-15 | 800,000 | $15.99 | 800,000 | $0.00 |
| Class A Common Stock | Common Units | Disposition | 2019-11-15 | 2,600,000 | $0.00 | 2,600,000 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 2,600,000 | No | 4 | J | Indirect | ||
| 0 | No | 4 | C | Indirect |
Footnotes
- Represents shares of Class B Common Stock of Switch, Inc. (the "Issuer") indirectly owned by the reporting person that were, pursuant to the Amended and Restated Articles of Incorporation (the "Articles") of the Issuer, forfeited and cancelled for no consideration upon redemption of an equal number of common membership units (the "Common Units") of Switch, Ltd. (the "LLC"). The Class B Common Stock only confers voting rights (one vote per share) and does not confer economic rights.
- Held by Thomas & Mack Co., Limited Liability Company, of which Mr. Thomas is a managing member and has sole voting and dispositive control of the shares. Mr. Thomas disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest.
- Represents shares of Class B Common Stock of the Issuer indirectly owned by the reporting person that were, pursuant to the Articles of the Issuer, forfeited and cancelled for no consideration upon redemption and conversion of an equal number of the Common Units of the LLC. The Class B Common Stock only confers voting rights (one vote per share) and does not confer economic rights.
- The reporting person surrendered for redemption and conversion Common Units of the LLC into an equal number of number of shares of the Issuer's Class A Common Stock pursuant to the Articles of the Issuer and the Fifth Amended and Restated Operating Agreement of the LLC. The Common Units have no expiration date.
- Represents the redemption by the LLC of 800,000 Common Units, pursuant to a Common Unit Repurchase Agreement dated as of November 15, 2019, for cash per Common Unit equal to the closing price of a share of the Issuer's Class A Common Stock on the New York Stock Exchange on the same date. The Common Units have no expiration date.
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