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

Role
Chief Information Officer
Signature
/s/ Gabriel Nacht, as Attorney-in-Fact for Melissa Young
Stock symbol
SWCH
Transactions as of
Dec 6, 2022
Transactions value $
-$34,567,224
Form type
4
Date filed
12/8/2022, 03:17 PM
Previous 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 Options Exercise +21.9K +34.45% 85.4K Dec 6, 2022 Direct F1
transaction SWCH Class A Common Stock Disposed to Issuer -$2.92M -85.4K -100% $34.25 0 Dec 6, 2022 Direct F2, F3
transaction SWCH Class B Common Stock Disposed to Issuer -730K -100% 0 Dec 6, 2022 BY LLC F4, F5

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 -$6.63M -194K -100% $34.25 0 Dec 6, 2022 Class A Common Stock 194K $17.00 Direct F3
transaction SWCH Performance-Based Restricted Stock Units Options Exercise -6.89K -100% 0 Dec 6, 2022 Class A Common Stock 13.8K Direct F1
transaction SWCH Performance-Based Restricted Stock Units Options Exercise -4.05K -100% 0 Dec 6, 2022 Class A Common Stock 8.11K Direct F1
transaction SWCH Common Units Disposed to Issuer -$25M -730K -100% $34.25 0 Dec 6, 2022 Class A Common Stock 730K BY LLC F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Melissa Young 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 settlement of performance-based restricted stock units into shares of Class A Common Stock based on maximum achievement of total shareholder return ("TSR") performance goals through the closing date of 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.
F2 Includes the full vesting and cancellation of 25,504 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.
F3 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.
F4 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.
F5 Held by an affiliated company of Ms. Young.