SEC Form 3 · accession 0001718987-17-000001
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 · 7:27 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 | — | — | — | 4,768,743 | D | ||
| CLASS B COMMON STOCKF1 | holding | — | — | — | 6,000,000 | I | BY BORDEN LP | |
| CLASS B COMMON STOCKF1,F4 | holding | — | — | — | 825,000 | I | BY MICHAEL D. BORDEN'S SPOUSE |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| COMMON UNITSF2,F3 | — | holding | — | — | — | — | — | CLASS A COMMON STOCK | 4,768,743 | — | D |
| COMMON UNITSF2,F3 | — | holding | — | — | — | — | — | CLASS A COMMON STOCK | 6,000,000 | — | I |
| COMMON UNITSF2,F4,F3 | — | holding | — | — | — | — | — | CLASS A COMMON STOCK | 825,000 | — | I |
| STOCK OPTION (RIGHT TO BUY)F5,F4 | $17.00 | holding | — | — | — | Oct 5, 2017 | Oct 5, 2027 | CLASS A COMMON STOCK | 117,519 | — | I |
Explanation of responses
- F1Acquired pursuant to a Subscription Agreement with the Issuer in connection with the recapitalization of Switch Ltd., the Issuer's corporate restructuring and the Issuer's initial public offering (the "IPO"). One share of the Issuer's Class B common stock was issued for each Common Unit held by the reporting person. Pursuant to the Amended and Restated Certificate 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 3.
- F2Represents common membership interests in Switch, Ltd. ("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 person. See Footnote 1.
- F3The 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.
- F4This Form 3 shall not be deemed an admission that Michael D. Borden is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any securities held solely by Michael D. Borden's spouse.
- F5In connection with the Issuer's IPO, the board of directors of the Issuer approved a grant to Michael D. Borden's spouse, in her capacity as an officer of the Issuer, of a stock option to acquire 117,519 shares of the Issuer's Class A common stock.