Jonathan H. King - 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
08 Dec 2022, 15:17:55 UTC
Prior SEC filing
02 Dec 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Gabriel Nacht, as Attorney-in-Fact for Jonathan H. King

Key filing fact

Jonathan H. King filed Form 4 for Switch, Inc. on 08 Dec 2022.

Key facts

  • This page summarizes Jonathan H. King's Form 4 filing for Switch, Inc..
  • 3 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 08 Dec 2022, 15:17.

Change

  • Previous filing in this sequence was filed on 02 Dec 2022.
  • Current net transaction value: -$6,966,518.

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 A Common Stock

Options Exercise

Transaction value
Shares
+33,304
Change %
+20%
Price
Shares after
203,402
Date
06 Dec 2022
Ownership
Direct
Footnotes
F1
SWCH transaction

Class A Common Stock

Disposed to Issuer

Transaction value
$6,966,518
Shares
-203,402
Change %
-100%
Price
$34.25
Shares after
0
Date
06 Dec 2022
Ownership
Direct
Footnotes
F2, F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

SWCH transaction Derivative

Performance-Based Restricted Stock Units

Options Exercise

Transaction value
Shares
-16,652
Change %
-100%
Price
Shares after
0
Date
06 Dec 2022
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
33,304
Exercise price
Footnotes
F1
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Jonathan H. King is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote 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.

Footnote F2

Includes the full vesting and cancellation of 97,098 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.

Footnote F3

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 the Merger Agreement.

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