Dt Grat Cs, Llc - Dec 6, 2022 Form 4 Insider Report for Switch, Inc. (SWCH)

Role: 10%+ Owner
Signature: /s/ DT GRAT CS. LLC, by Roger Lautzenhiser POA
Stock symbol: SWCH
Transactions as of: Dec 6, 2022
Transactions value $: $0
Form type: 4
Date filed: 12/7/2022, 04:08 PM
Previous filing: May 17, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SWCH	Class B Common Stock	Other		-9.99M	-100%		0	Dec 6, 2022	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On December 6, 2022, the issuer completed its business combination with Sunshine Bidco Inc., a Delaware corporation ("Parent"), pursuant to which Sunshine Parent Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Parent ("Parent Merger Sub"), merged with and into the issuer with the issuer remaining as the surviving entity (the "Merger"), and immediately following the Merger, Sunshine Merger Sub, Ltd., a Nevada limited liability company and a direct wholly owned subsidiary of the issuer ("Company Merger Sub"), merged with and into Switch, Ltd., a Nevada limited liability company and a subsidiary of the issuer ("Company Ltd.") (the "LLC Merger" and, together with the Merger, the "Mergers") with Company Ltd. remaining as the surviving entity. The Mergers were effected pursuant to an Agreement and Plan of Merger, dated as of May 11, 2022, by and among the issuer, Parent, Company Ltd., Company Merger Sub, and Parent Merger Sub (the "Merger Agreement").
F2	In connection with the Mergers, each share of Class B common stock, par value $0.001 per share, of the issuer owned by the reporting person was cancelled and converted into the right to receive $34.25 per share in cash, without interest, subject to the terms and conditions of the Merger Agreement.

Content

On December 6, 2022, the issuer completed its business combination with Sunshine Bidco Inc., a Delaware corporation ("Parent"), pursuant to which Sunshine Parent Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Parent ("Parent Merger Sub"), merged with and into the issuer with the issuer remaining as the surviving entity (the "Merger"), and immediately following the Merger, Sunshine Merger Sub, Ltd., a Nevada limited liability company and a direct wholly owned subsidiary of the issuer ("Company Merger Sub"), merged with and into Switch, Ltd., a Nevada limited liability company and a subsidiary of the issuer ("Company Ltd.") (the "LLC Merger" and, together with the Merger, the "Mergers") with Company Ltd. remaining as the surviving entity. The Mergers were effected pursuant to an Agreement and Plan of Merger, dated as of May 11, 2022, by and among the issuer, Parent, Company Ltd., Company Merger Sub, and Parent Merger Sub (the "Merger Agreement").

In connection with the Mergers, each share of Class B common stock, par value $0.001 per share, of the issuer owned by the reporting person was cancelled and converted into the right to receive $34.25 per share in cash, without interest, subject to the terms and conditions of the Merger Agreement.

Remarks:

The foregoing description in Footnote (2) is qualified in its entirety by reference to the terms of the Merger Agreement. In the event of any conflict between the description above and the terms set forth in the Merger Agreement, the terms set forth in the Merger Agreement shall control.