SEC Form 3 · accession 0001209191-17-056241
Switch, Inc. · SWCH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Oct 5, 2017
Accepted (ET)
Oct 5, 2017 · 8:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001710583
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| CLASS B COMMON STOCKF1 | holding | — | — | — | 10,072,000 | D | ||
| CLASS B COMMON STOCKF1,F2 | holding | — | — | — | 3,779,888 | I | BY LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| COMMON UNITSF3,F4 | — | holding | — | — | — | — | — | CLASS A COMMON STOCK | 10,072,000 | — | D |
| COMMON UNITSF3,F2,F4 | — | holding | — | — | — | — | — | CLASS A COMMON STOCK | 3,779,888 | — | I |
Explanation of responses
- F1Acquired pursuant to a Subscription Agreement with the Issuer in connection with the recapitalization of Switch, Ltd., and the Issuer's corporate restructuring and initial public offering ("IPO"). One share of the Issuer's Class B common stock was issued for each common membership interest in Switch, Ltd. ("Common Unit") held by the reporting persons. Pursuant to the Amended and Restated Articles of Incorporation of the Issuer, the shares of Class B common stock :(i) confer only voting rights (one vote per share) and do not confer any incidents of economic ownership to the holders thereof; and (ii) are forfeited and cancelled, on a one-for-one basis, without consideration, upon the redemption of Common Units for shares of Class A common stock, or cash, at the Issuer's election. See Footnote 4.
- F2Held by Thomas & Mack Co., Limited Liability Company, of which Mr. Thomas is a managing member and has sole voting and dispositive control of the shares. Mr. Thomas disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest.
- F3Represents Common Units, which are redeemable on a one-for-one basis for shares of Class A common stock, or, at the election of the Issuer, cash equal to a volume weighted average market price of a share of Class A common stock. The Common Units were acquired pursuant to a reclassification (exempt under Section 16b-7) and reorganization of the Issuer in connection with the Issuer's IPO. One share of the Issuer's Class B common stock was issued for each Common Unit held by the reporting persons. See footnote 1.
- F4The Common Units are redeemable on a one-for-one basis for shares of Class A common stock, or, at the election of the Issuer, cash equal to a volume weighted average market price of a share of Class A common stock. The Common Units have no expiration date. Upon any redemption of Common Units, one share of Class B common stock is automatically forfeited and cancelled for each Common Unit so redeemed.