Melissa Young - 06 Dec 2022 Form 4 Insider Report for Switch, Inc.

Reporting relationship: Chief Information Officer
Issuer ticker: N/A
Reported as of: 06 Dec 2022
Net transaction value: -$34,567,224
SEC form: 4
Accepted by SEC: 08 Dec 2022, 15:17:03 UTC
Prior SEC filing: 04 Mar 2022
Source filing: View source filing
Reporting owner signature: /s/ Gabriel Nacht, as Attorney-in-Fact for Melissa Young

Key filing fact

Melissa Young filed Form 4 for Switch, Inc. on 08 Dec 2022.

Key facts

This page summarizes Melissa Young's Form 4 filing for Switch, Inc..
7 reported transactions and 4 derivative rows are listed below.
Accepted by SEC: 08 Dec 2022, 15:17.

Change

Previous filing in this sequence was filed on 04 Mar 2022.
Current net transaction value: -$34,567,224.

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: +21,878
Change %: +34%
Price
Shares after: 85,387
Date: 06 Dec 2022
Ownership: Direct
Footnotes: F1

SWCH transaction

Class A Common Stock

Disposed to Issuer

Transaction value: $2,924,505
Shares: -85,387
Change %: -100%
Price: $34.25
Shares after: 0
Date: 06 Dec 2022
Ownership: Direct
Footnotes: F2, F3

SWCH transaction

Class B Common Stock

Disposed to Issuer

Transaction value
Shares: -730,296
Change %: -100%
Price
Shares after: 0
Date: 06 Dec 2022
Ownership: BY LLC
Footnotes: F4, F5

Reported derivative securities

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

SWCH transaction Derivative

Option (Right to Buy)

Disposed to Issuer

Transaction value: $6,630,081
Shares: -193,579
Change %: -100%
Price: $34.25
Shares after: 0
Date: 06 Dec 2022
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 193,579
Exercise price: $17.00
Footnotes: F3

SWCH transaction Derivative

Performance-Based Restricted Stock Units

Options Exercise

Transaction value
Shares: -6,885
Change %: -100%
Price
Shares after: 0
Date: 06 Dec 2022
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 13,770
Exercise price
Footnotes: F1

SWCH transaction Derivative

Performance-Based Restricted Stock Units

Options Exercise

Transaction value
Shares: -4,054
Change %: -100%
Price
Shares after: 0
Date: 06 Dec 2022
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 8,108
Exercise price
Footnotes: F1

SWCH transaction Derivative

Common Units

Disposed to Issuer

Transaction value: $25,012,638
Shares: -730,296
Change %: -100%
Price: $34.25
Shares after: 0
Date: 06 Dec 2022
Ownership: BY LLC
Underlying class: Class A Common Stock
Underlying amount: 730,296
Exercise price
Footnotes: F4, F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

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

Explanation of responses 5 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 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.

Footnote 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.

Footnote 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.

Footnote F5

Held by an affiliated company of Ms. Young.