Nacht Gabriel - Feb 28, 2022 Form 4 Insider Report for Switch, Inc. (SWCH)

Role: Chief Financial Officer
Signature: /s/ Nacht, Gabriel
Stock symbol: SWCH
Transactions as of: Feb 28, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/2/2022, 03:49 PM
Next filing: Mar 4, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SWCH	Class A Common Stock	Award	$0	+28.8K	+11.86%	$0.00	272K	Feb 28, 2022	Direct	F1
holding	SWCH	Class B Common Stock						337K	Feb 28, 2022	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SWCH	Performance-Based Restricted Stock Units	Award	$0	+21.7K		$0.00	21.7K	Feb 28, 2022	Class A Common Stock	21.7K		Direct	F2, F3, F4

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

Explanation of Responses:

Id	Content
F1	Represents restricted stock units ("RSUs") granted on February 28, 2022 that convert, on a one-to-one basis, into shares of Class A Common Stock upon vesting. The RSUs will vest over time with 25% of such RSUs vesting on each of February 28, 2023, 2024, 2025 and 2026.
F2	Each performance-based restricted stock unit ("PRSU") represents a contingent right to receive one share of Class A Common Stock. The indicated number of PRSUs assumes 100% vesting at target. Depending upon actual performance during the Performance Period (as defined below), the actual number of shares issued in settlement of the PRSUs may range from 0% to 200% of the indicated number
F3	All PRSUs will vest depending on the Issuer's total shareholder return ("TSR") over the three-year period from the grant date (the "Performance Period"), relative to the TSR of the companies in the Russell 3000 Index as of the grant date (the "Index Group").
F4	If the Issuer's TSR over the Performance Period is at the 60th percentile when ranked against the Index Group's TSR, 100% of the target number of shares will vest. For every percentile by which the Issuer's TSR ranking within the Index Group exceeds the 60th percentile, shares vesting will increase by 3 and 1/3%, up to a maximum payout of 200% of target if Issuer's TSR ranking is at the 90th percentile. For every percentile by which the Issuer's TSR ranking within the Index Group is below the 60th percentile and above the 50th percentile, shares vesting will decrease by 1/2%, and for every percentile by which the Issuer's TSR ranking within the Index Group is below the 50th percentile, shares vesting will decrease by 3%, with no payout if Issuer's TSR ranking is below the 20th percentile. If Issuer's absolute TSR over the Performance Period is negative, the number of shares vesting will not exceed 100% of target.