SEC Form 5 · accession 0001209191-19-010021

Switch, Inc. · SWCH

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Peter M Thomas

10% Owner

Period of report

Dec 31, 2018

Accepted (ET)

Feb 14, 2019 · 12:50 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 STOCK^F1	Sep 11, 2018	P	10,000	$10.8782	A	10,000	D
CLASS A COMMON STOCK	Sep 17, 2018	P	2,000	$10.96	A	12,000	D
CLASS A COMMON STOCK	Sep 19, 2018	S	2,000	$11.48	D	10,000	D
CLASS A COMMON STOCK	Sep 20, 2018	P	2,000	$11.21	A	12,000	D
CLASS A COMMON STOCK	Sep 21, 2018	P	2,000	$11.06	A	14,000	D
CLASS A COMMON STOCK	Sep 24, 2018	P	2,000	$10.79	A	16,000	D
CLASS A COMMON STOCK	Oct 2, 2018	P	2,000	$10.46	A	18,000	D
CLASS A COMMON STOCK	Oct 4, 2018	P	2,000	$10.11	A	20,000	D
CLASS A COMMON STOCK	Oct 9, 2018	P	2,000	$9.71	A	22,000	D
CLASS A COMMON STOCK	Nov 5, 2018	S	2,000	$9.98	D	20,000	D
CLASS A COMMON STOCK	Nov 8, 2018	P	2,000	$9.72	A	22,000	D
CLASS A COMMON STOCK	Nov 9, 2018	P	2,000	$9.21	A	24,000	D
CLASS A COMMON STOCK	Nov 12, 2018	S	2,000	$9.48	D	22,000	D
CLASS A COMMON STOCK	Nov 13, 2018	P	2,000	$9.21	A	24,000	D
CLASS A COMMON STOCK^F3	Nov 14, 2018	P	4,000	$8.36	A	28,000	D
CLASS A COMMON STOCK^F4	Nov 14, 2018	P	2,500	$7.49	A	30,500	D
CLASS A COMMON STOCK^F5	Nov 15, 2018	S	4,000	$7.6799	D	26,500	D
CLASS A COMMON STOCK	Nov 16, 2018	S	2,000	$8.38	D	24,500	D
CLASS A COMMON STOCK^F6	Nov 20, 2018	P	4,000	$7.805	A	28,500	D
CLASS A COMMON STOCK	Nov 23, 2018	S	2,000	$7.83	D	26,500	D
CLASS A COMMON STOCK	Nov 28, 2018	P	2,000	$7.56	A	28,500	D
CLASS A COMMON STOCK	Nov 28, 2018	S	2,000	$7.88	D	26,500	D
CLASS A COMMON STOCK	Nov 30, 2018	P	2,000	$7.62	A	28,500	D
CLASS A COMMON STOCK	Dec 4, 2018	P	2,000	$7.21	A	30,500	D
CLASS A COMMON STOCK	Dec 14, 2018	P	2,000	$6.84	A	32,500	D
CLASS B COMMON STOCK^F7	holding	—	—		—	10,072,000	D
CLASS B COMMON STOCK^F7,F8	holding	—	—		—	3,779,888	I	BY LLC

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1The price reported in Column 4 is a weighted average price. The shares were purchased in multiple trades at prices ranging from $10.82 to $10.96, inclusive. The reporting person undertakes to provide to the Securities and Exchange Commission (the " SEC") staff, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote (1) to this Form 5.
F2The Reporting Person's sale of 20,000 shares of the Issuer's Class A common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934 with the purchase of 20,000 shares of Class A common stock. Pursuant to a Short Swing Agreement dated January 25, 2019 between the Reporting Person and the Issuer, the Issuer has collected the full amount of profits subject to disgorgement in accordance with Section 16 rules.
F3The price reported in Column 4 is a weighted average price. The shares were purchased in multiple trades at prices ranging from $8.11 to $8.61, inclusive. The reporting person undertakes to provide to the SEC staff, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote (2) to this Form 5.
F4The price reported in Column 4 is a weighted average price. The shares were purchased in multiple trades at prices ranging from $7.01 to $7.61, inclusive. The reporting person undertakes to provide to the SEC staff, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote (2) to this Form 5.
F5The price reported in Column 4 is a weighted average price. The shares were sold in two trades pricing at $7.48 and $7.88. The reporting person undertakes to provide to the SEC staff, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price as noted in footnote (4) to this Form 5.
F6The price reported in Column 4 is a weighted average price. The shares were purchased in multiple trades at prices ranging from $7.56 to $8.05, inclusive. The reporting person undertakes to provide to the SEC staff, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote (5) to this Form 5.
F7Pursuant 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.
F8Held 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.