SEC Form 4 · accession 0001593968-19-000152
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 13, 2018
Accepted (ET)
Jan 15, 2019 · 8:52 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 StockF1 | Dec 13, 2018 | A | 343,884 | $0.00 | A | 438,249 | D | |
| Class A Common StockF2 | Jan 11, 2019 | A | 10 | — | A | 438,259 | D | |
| Class A Common StockF3 | Jan 11, 2019 | F | 379 | $7.68 | D | 437,880 | D | |
| Class C Common Stock | holding | — | — | — | 7,759,395 | D | ||
| Class C Common StockF4 | holding | — | — | — | 35,185,252 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option (Right to Buy)F5 | $6.97 | Dec 13, 2018 | A | 1,302,145 | A | Mar 7, 2019 | Dec 13, 2028 | Class A Common Stock | 1,302,145 | 1,302,145 | D |
Explanation of responses
- F1Represents restricted stock units ("RSUs") granted on December 13, 2018 that convert, on a one-to-one basis, into shares of Class A Common Stock upon vesting. The RSUs will vest over time with 25% of such RSUs vesting on each of March 7, 2019, 2020, 2021, and 2022.
- F2Represents shares of Class A Common Stock delivered in settlement of dividend equivalent rights awarded in connection with RSUs owned by the Reporting Person (previously reported) that accrue in cash and are settled in shares, proportionately, upon the vesting of the RSUs.
- F3Represents shares withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of RSUs.
- F4Held by affiliated entity; Mr. Roy and his spouse have voting and dispositive control over, and full pecuniary interests in, these shares.
- F5The options will vest over time with 25% of such options vesting on each of March 7, 2019, 2020, 2021, and 2022.