Gabriel Nacht - 06 Dec 2022 Form 4 Insider Report for Switch, Inc.

Role: Chief Financial Officer
Signature: /s/ Nacht, Gabriel
Issuer symbol: N/A
Transactions as of: 06 Dec 2022
Net transactions value: -$52,254,643
Form type: 4
Filing time: 08 Dec 2022, 15:19:07 UTC
Previous filing: 16 Mar 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SWCH	Class B Common Stock	Disposed to Issuer		-337,353	-100%		0	06 Dec 2022	Direct	F1
transaction	SWCH	Class A Common Stock	Options Exercise		+55,648	+22%		305,972	06 Dec 2022	Direct	F2, F3
transaction	SWCH	Class A Common Stock	Disposed to Issuer	$10,479,541	-305,972	-100%	$34.25	0	06 Dec 2022	Direct	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	$5,570,660	-162,647	-100%	$34.25	0	06 Dec 2022	Class A Common Stock	162,647	$17.00	Direct	F5
transaction	SWCH	Common Units	Disposed to Issuer	$11,554,340	-337,353	-100%	$34.25	0	06 Dec 2022	Class A Common Stock	337,353		Direct	F1
transaction	SWCH	Option (Right to Buy)	Disposed to Issuer	$12,113,095	-353,667	-100%	$34.25	0	06 Dec 2022	Class A Common Stock	353,667	$6.97	Direct	F5
transaction	SWCH	Option (Right to Buy)	Disposed to Issuer	$7,069,268	-206,402	-100%	$34.25	0	06 Dec 2022	Class A Common Stock	206,402	$10.66	Direct	F5, F6
transaction	SWCH	Option (Right to Buy)	Disposed to Issuer	$5,467,738	-159,642	-100%	$34.25	0	06 Dec 2022	Class A Common Stock	159,642	$14.95	Direct	F5, F7
transaction	SWCH	Performance-Based Restricted Stock Units	Options Exercise		-37,076	-100%		0	06 Dec 2022	Class A Common Stock	45,059		Direct	F2, F3
transaction	SWCH	Performance-Based Restricted Stock Units	Options Exercise		-21,720	-100%		0	06 Dec 2022	Class A Common Stock	10,589		Direct	F2, F3

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

Gabriel Nacht 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	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.
F3	The Company achieved maximum performance under the total shareholder return ("TSR") performance goals of the PSUs through the Merger closing date, with an aggregate 55,648 of the resulting earned PSUs converting to an equal number of shares of Class A Common Stock, and an aggregate 61,944 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. 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.
F4	Includes the full vesting and cancellation of 105,189 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.
F5	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.
F6	Includes 51,600 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.
F7	Includes 79,821 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.