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

Signature
/s/ Gabriel Nacht, as Attorney-in-Fact for Rob Roy
Stock symbol
SWCH
Transactions as of
Dec 6, 2022
Transactions value $
-$258,848,759
Form type
4
Date filed
12/8/2022, 03:13 PM
Previous filing
Mar 16, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SWCH Class A Common Stock Options Exercise +222K +30.15% 959K Dec 6, 2022 Direct F1, F2
transaction SWCH Class A Common Stock Disposed to Issuer -$32.9M -959K -100% $34.25 0 Dec 6, 2022 Direct F3, F4
transaction SWCH Class B Common Stock Disposed to Issuer -4.7M -31.94% 10M Dec 6, 2022 Direct F5
transaction SWCH Class B Common Stock Disposed to Issuer -10M -100% 0 Dec 6, 2022 Direct F6

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 Option (Right to Buy) Disposed to Issuer -$10M -292K -100% $34.25 0 Dec 6, 2022 Class A Common Stock 292K $17.00 Direct F4
transaction SWCH Common Units Disposed to Issuer -$161M -4.7M -31.94% $34.25 10M Dec 6, 2022 Class A Common Stock 4.7M Direct F5, F7
transaction SWCH Common Units Disposed to Issuer -10M -100% 0 Dec 6, 2022 Class A Common Stock 10M Direct F6, F7
transaction SWCH Option (Right to Buy) Disposed to Issuer -$23.8M -696K -100% $34.25 0 Dec 6, 2022 Class A Common Stock 696K $6.97 Direct F4
transaction SWCH Option (Right to Buy) Disposed to Issuer -$15.6M -454K -100% $34.25 0 Dec 6, 2022 Class A Common Stock 454K $10.66 Direct F4, F8
transaction SWCH Option (Right to Buy) Disposed to Issuer -$15.5M -453K -100% $34.25 0 Dec 6, 2022 Class A Common Stock 453K $14.95 Direct F4, F9
transaction SWCH Performance-Based Restricted Stock Units Options Exercise -152K -100% 0 Dec 6, 2022 Class A Common Stock 185K Direct F1, F2
transaction SWCH Performance-Based Restricted Stock Units Options Exercise -120K -100% 0 Dec 6, 2022 Class A Common Stock 37.5K Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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

Explanation of Responses:

Id Content
F1 In connection with the merger (the "Merger") contemplated by 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, the performance period for the performance-based restricted stock units ("PSUs") ended on the closing date of the Merger.
F2 The Company achieved maximum performance under the total shareholder return ("TSR") performance goals of the PSUs through the Merger closing date, with an aggregate 222,218 of the resulting earned PSUs converting to an equal number of shares of Class A Common Stock, an aggregate 292,979 of the resulting earned PSUs converting to contingent cash awards valued at an amount equal to such number of earned PSUs multiplied by the cash Merger consideration of $34.25 per PSU, and an aggregate 29,197 of the resulting earned PSUs being forfeited. The contingent cash awards vest generally in six-month increments, tied to the original grant date of the applicable PSUs, commencing February 28, 2023 and continuing through February 28, 2025, subject to continued service through such vesting dates.
F3 Includes the full vesting and cancellation of 429,078 restricted stock units ("RSUs") in exchange for the per share cash Merger consideration of $34.25 on the Merger closing date in accordance with the terms of the Merger Agreement.
F4 Represents the cancellation of securities, including equity awards, in exchange for the per share cash Merger consideration of $34.25, on the Merger closing date, in accordance with the terms of the Merger Agreement.
F5 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.
F6 Represents the cancellation of the Common Units in exchange for equity interests in an affiliate of DigitalBridge Group, Inc. with an aggregate value equal to the aggregate value of the cancelled Common Units based on 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. The Common Units have no expiration date.
F7 The Common Units are redeemable for an equal number of shares of the Company's Class A Common Stock. The Common Units have no expiration date.
F8 Includes 140,310 options that were scheduled to vest on March 14, 2023 that became fully vested on the closing date of the Merger in accordance with the terms of the Merger Agreement.
F9 Includes 262,229 options that were scheduled to vest in equal installments on March 2, 2023 and March 2, 2024 that became fully vested on the closing date of the Merger in accordance with the terms of the Merger Agreement.