SEC Form 4 · accession 0001209191-17-067604
Switch, Inc. · SWCH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rob Roy
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Dec 27, 2017
Accepted (ET)
Dec 28, 2017 · 6:31 pm EST
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 A COMMON STOCKF1,F2 | Dec 27, 2017 | A | 50,638 | $0.00 | A | 50,638 | D | |
| CLASS C COMMON STOCKF3 | holding | — | — | — | 35,185,252 | I | BY LLC | |
| CLASS C COMMON STOCKF4 | holding | — | — | — | 7,759,395 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The restricted stock units (the "RSUs") were granted in satisfaction of the Issuer's obligations set forth in the agreement for Mr. Roy's award (the "CEO Award") entered prior to the Issuer's initial public offering ("IPO"). Under the terms of the CEO Award, Mr. Roy previously received the 7,500,000 Common Units (and associated Class C common stock) described below in Footnote 4. In accordance with the terms of the CEO Award, the 7,500,000 Common Units (and associated Class C common stock) and the RSUs represent 3.0% of the outstanding shares of the Issuer's common stock, based on the shares outstanding after the underwriters' exercise of their overallotment option for the IPO. (Continued in Footnote 2)
- F2(Continued from Footnote 1) The RSUs are subject to the same vesting schedule as the CEO Award, such that 20,255 RSUs were vested on the grant date; 2.5% of the RSUs will vest on each of the first eight quarterly anniversaries of the closing of the IPO (October 11, 2017); and 5% of the RSUs will vest on each quarterly anniversary thereafter, subject to continued service and acceleration upon certain events.
- F3Held by affiliated entity; Mr. Roy and his spouse have voting and dispositive control over, and full pecuniary interests in, these shares.
- F47,500,000 of the Common Units (and associated Class C common stock) are subject to vesting over four years as follows: 3,000,000 units vested on October 11, 2017 at the closing of the IPO; 187,500 Common Units will vest on each of the first eight quarterly anniversaries of the closing of the IPO; and 375,000 will vest on each quarterly anniversary thereafter, subject to continued service and acceleration upon certain events.