Filing Details

Accession Number:
0001415889-21-004834
Form Type:
4
Zero Holdings:
No
Publication Time:
2021-10-12 19:38:01
Reporting Period:
2021-10-07
Accepted Time:
2021-10-12 19:38:01
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1710583 Switch Inc. SWCH Services-Computer Programming, Data Processing, Etc. (7370) 821883953
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1844070 Stella Roy C/O Sklar Williams Pllc
410 South Rampart Blvd., Suite 350
Las Vegas NV 89145
No No No 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 B Common Stock Disposition 2021-10-07 2,000,000 $0.00 1,750,000 No 4 J Direct
Class A Common Stock Acquisiton 2021-10-07 2,000,000 $0.00 2,102,120 No 4 C Direct
Class A Common Stock Disposition 2021-10-07 200,000 $25.62 1,902,120 No 4 S Direct
Class A Common Stock Disposition 2021-10-08 100,000 $24.95 1,802,120 No 4 S Direct
Class A Common Stock Disposition 2021-10-11 131,679 $24.65 1,670,441 No 4 S Direct
Class A Common Stock Acquisiton 2021-10-11 25 $24.59 1,670,466 No 4 A Direct
Class A Common Stock Disposition 2021-10-11 316 $24.59 1,670,150 No 4 F Direct
Class A Common Stock Disposition 2021-10-12 68,321 $24.58 1,601,829 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 J Direct
No 4 C Direct
No 4 S Direct
No 4 S Direct
No 4 S Direct
No 4 A Direct
No 4 F Direct
No 4 S Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class A Common Stock Common Units Disposition 2021-10-07 2,000,000 $0.00 2,000,000 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
1,750,000 No 4 C Direct
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Class B Common Stock 11,802,108 Indirect By revocable grantor trust
Reported Derivative Holdings
Sec. Name Sec. Type Price Date Expiration Date Amount Remaning Holdings Nature of Ownership
Class A Common Stock Common Units $0.00 11,802,108 11,802,108 Indirect
Expiration Date Amount Remaning Holdings Nature of Ownership
11,802,108 11,802,108 Indirect
Footnotes
  1. Represents the forfeiture and cancellation of one share of Class B common stock for each share of Class A common stock acquired upon (a) the redemption and conversion of membership units in Switch, Ltd. ("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 3.(2) 13,552,108 Common Units and associated shares of Class B common stock are currently vested with187,500 Common Units and associated shares of Class B common stock will vest on October 11, 2021.
  2. 13,552,108 Common Units and associated shares of Class B common stock are currently vested with187,500 Common Units and associated shares of Class B common stock will vest on October 11, 2021.
  3. Represents the redemption and conversion of Common Units on a one-for-one basis for shares of Class A Common Stock.
  4. The price reported in Column 4 is a weighted average price for shares sold in multiple transactions. The sale prices range from $25.455 to $25.94 per share. The Reporting Person undertakes to provide to the Issuer, and undertakes to provide to the Commission staff or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
  5. The price reported in Column 4 is a weighted average price for shares sold in multiple transactions. The sale prices range from $24.75 to $25.47 per share. The Reporting Person undertakes to provide to the Issuer, and undertakes to provide to the Commission staff or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
  6. The price reported in Column 4 is a weighted average price for shares sold in multiple transactions. The sale prices range from $24.50 to $24.77 per share. The Reporting Person undertakes to provide to the Issuer, and undertakes to provide to the Commission staff or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
  7. Represents shares of Class A Common Stock delivered in settlement of dividend equivalent rights awarded in connection with restricted stock units owned by the Reporting Person (previously reported) that accrue in cash and are settled in shares, proportionately, upon the vesting of the restricted stock units.
  8. Represents shares withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.
  9. The price reported in Column 4 is a weighted average price for shares sold in multiple transactions. The sale prices range from $24.37 to $24.795 per share. The Reporting Person undertakes to provide to the Issuer, and undertakes to provide to the Commission staff or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
  10. 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 shares 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.