SEC Form 4 · accession 0001718987-18-000001
Switch, Inc. · SWCH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael David Borden
10% Owner
Period of report
May 18, 2018
Accepted (ET)
May 18, 2018 · 8:28 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 | May 18, 2018 | J | 1,418,743 | — | D | 3,350,000 | D | |
| CLASS A COMMON STOCKF2 | May 18, 2018 | C | 1,418,743 | — | A | 1,418,743 | D |
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 | — | May 18, 2018 | C | 1,418,743 | D | — | — | CLASS A COMMON STOCK | 1,418,743 | 3,350,000 | D |
Explanation of responses
- F1Represents the forfeiture and cancellation of one share of Class B common stock for each share of Class A common stock acquired upon the redemption and conversion of the Common Units into Class A common stock, on a one-for-one basis 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 2.
- F2Represents the redemption and conversion of common membership interests in Switch, Ltd. ("Common Units"), on a one-for-one basis for shares of Class A common stock.
- 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.