DT GRAT CS, LLC - 06 Dec 2022 Form 4 Insider Report for Switch, Inc.

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
07 Dec 2022, 16:08:22 UTC
Prior SEC filing
17 May 2021
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ DT GRAT CS. LLC, by Roger Lautzenhiser POA

Key filing fact

DT GRAT CS, LLC filed Form 4 for Switch, Inc. on 07 Dec 2022.

Key facts

  • This page summarizes DT GRAT CS, LLC's Form 4 filing for Switch, Inc..
  • 1 reported transaction and 0 derivative rows are listed below.
  • Accepted by SEC: 07 Dec 2022, 16:08.

Change

  • Previous filing in this sequence was filed on 17 May 2021.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

SWCH transaction

Class B Common Stock

Other

Transaction value
Shares
-9,987,880
Change %
-100%
Price
Shares after
0
Date
06 Dec 2022
Ownership
Direct
Footnotes
F1, F2
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 2 footnotes

Footnote F1

On December 6, 2022, the issuer completed its business combination with Sunshine Bidco Inc., a Delaware corporation ("Parent"), pursuant to which Sunshine Parent Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Parent ("Parent Merger Sub"), merged with and into the issuer with the issuer remaining as the surviving entity (the "Merger"), and immediately following the Merger, Sunshine Merger Sub, Ltd., a Nevada limited liability company and a direct wholly owned subsidiary of the issuer ("Company Merger Sub"), merged with and into Switch, Ltd., a Nevada limited liability company and a subsidiary of the issuer ("Company Ltd.") (the "LLC Merger" and, together with the Merger, the "Mergers") with Company Ltd. remaining as the surviving entity. The Mergers were effected pursuant to an Agreement and Plan of Merger, dated as of May 11, 2022, by and among the issuer, Parent, Company Ltd., Company Merger Sub, and Parent Merger Sub (the "Merger Agreement").

Footnote F2

In connection with the Mergers, each share of Class B common stock, par value $0.001 per share, of the issuer owned by the reporting person was cancelled and converted into the right to receive $34.25 per share in cash, without interest, subject to the terms and conditions of the Merger Agreement.

SEC remarks

The foregoing description in Footnote (2) is qualified in its entirety by reference to the terms of the Merger Agreement. In the event of any conflict between the description above and the terms set forth in the Merger Agreement, the terms set forth in the Merger Agreement shall control.

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