Thomas A. Thomas - Dec 6, 2022 Form 4 Insider Report for Switch, Inc. (SWCH)

Role: Director
Signature: /s/ Gabriel Nacht, as Attorney-in-Fact for Thomas A. Thomas
Stock symbol: SWCH
Transactions as of: Dec 6, 2022
Transactions value $: -$230,908,705
Form type: 4
Date filed: 12/8/2022, 03:12 PM
Previous filing: Nov 17, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SWCH	Class B Common Stock	Disposed to Issuer		-3.86M	-100%		0	Dec 6, 2022	Direct	F1
transaction	SWCH	Class A Common Stock	Disposed to Issuer	-$98.8M	-2.88M	-100%	$34.25	0	Dec 6, 2022	Direct	F2

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	Common Units	Disposed to Issuer	-$132M	-3.86M	-100%	$34.25	0	Dec 6, 2022	Class A Common Stock	3.86M		Direct	F1

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

Thomas A. Thomas is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Represents the cancellation of the Common Units in exchange for the per share cash Merger consideration of $34.25, and the associated cancellation for no consideration of the shares of Class B common stock, on the Merger closing date in accordance with the terms of the Merger Agreement. The Common Units have no expiration date.
F2	Represents the cancellation of securities in exchange for the per share cash Merger consideration of $34.25, on the Merger closing date, in accordance with the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated May 11, 2022, by and among Switch, Inc. (the "Company"), Switch, Ltd., a Nevada limited liability company, Sunshine Merger Sub, Ltd., a Nevada limited liability company and a direct and wholly owned subsidiary of the Company, Sunshine Bidco Inc., a Delaware corporation ("Parent"), and Sunshine Parent Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Parent.

Content

Represents the cancellation of the Common Units in exchange for the per share cash Merger consideration of $34.25, and the associated cancellation for no consideration of the shares of Class B common stock, on the Merger closing date in accordance with the terms of the Merger Agreement. The Common Units have no expiration date.

Represents the cancellation of securities in exchange for the per share cash Merger consideration of $34.25, on the Merger closing date, in accordance with the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated May 11, 2022, by and among Switch, Inc. (the "Company"), Switch, Ltd., a Nevada limited liability company, Sunshine Merger Sub, Ltd., a Nevada limited liability company and a direct and wholly owned subsidiary of the Company, Sunshine Bidco Inc., a Delaware corporation ("Parent"), and Sunshine Parent Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Parent.