SEC Form 4 · accession 0001209191-19-010022
Switch, Inc. · SWCH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter M Thomas
10% Owner
Period of report
Jan 4, 2019
Accepted (ET)
Feb 14, 2019 · 12:52 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 | Jan 4, 2019 | S | 2,000 | $7.17 | D | 30,500 | D | |
| CLASS A COMMON STOCK | Jan 8, 2019 | S | 2,000 | $7.84 | D | 28,500 | D | |
| CLASS B COMMON STOCKF2 | holding | — | — | — | 10,072,000 | D | ||
| CLASS B COMMON STOCKF2,F3 | holding | — | — | — | 3,779,888 | I | BY LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The Reporting Person's sale 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 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.
- F2Pursuant 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.
- F3Held 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.