SEC Form 4 · accession 0001718987-18-000004

Switch, Inc. · SWCH

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

Reporting owner

10% Owner

Period of report

Nov 19, 2018

Accepted (ET)

Nov 19, 2018 · 3:37 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 B COMMON STOCK^F1	Nov 19, 2018	J	850,000	—	D	2,200,000	D
CLASS A COMMON STOCK^F2	Nov 19, 2018	C	850,000	—	A	2,568,743	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
COMMON UNITS^F2,F3	—	Nov 19, 2018	C	850,000	D	—	—	CLASS A COMMON STOCK	850,000	2,200,000	D

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.