SEC Form 4 · accession 0001719015-18-000006
Switch, Inc. · SWCH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William Gonsalves Balelo
10% Owner
Period of report
Aug 9, 2018
Accepted (ET)
Aug 10, 2018 · 3:04 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 A COMMON STOCKF1,F2 | Aug 9, 2018 | S | 42,156 | $13.72 | D | 1,000 | I | BY LLC |
| CLASS A COMMON STOCKF3,F4 | Aug 9, 2018 | S | 50,986 | $13.74 | D | 1,000 | I | BY TRUST |
| CLASS B COMMON STOCKF5,F2 | holding | — | — | — | 8,413,000 | I | BY LLC | |
| CLASS B COMMON STOCKF5,F4 | holding | — | — | — | 5,360,920 | I | BY TRUST |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| COMMON UNITSF6,F2 | — | holding | — | — | — | — | — | CLASS A COMMON STOCK | 8,413,000 | 8,413,000 | I |
| COMMON UNITSF6,F4 | — | holding | — | — | — | — | — | CLASS A COMMON STOCK | 5,360,920 | 5,360,920 | I |
Explanation of responses
- F1Prices of securities reported in U.S. Dollars on a per share basis, not an aggregate basis. Amounts reported exclude brokerage commissions and other costs of execution. This transaction was executed in multiple trades at prices ranging from $13.67 to $13.75. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range.
- F2Held by Balelo Holdings LLC, as to which Mr. Balelo is a Managing Member and maintains voting and dispositive control of these shares. Mr. Balelo disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest.
- F3Prices of securities reported in U.S. Dollars on a per share basis, not an aggregate basis. Amounts reported exclude brokerage commissions and other costs of execution. This transaction was executed in multiple trades at prices ranging from $13.70 to $13.77. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range.
- F4Held by Balelo Family Irrevocable Subtrust, as to which Mr. Balelo has the power to direct the sale or disposition of the shares held by the trust and the trust beneficiaries are Mr. Balelo and his immediate family members. Mr. Balelo disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest.
- F5The Class B Common Stock only confer voting rights (one vote per share) and do not confer economic rights.
- F6Reflects beneficial ownership in common membership units in Switch, Ltd. ("Common Units"). The Common Units are redeemable on a one for one basis for shares of Class A Common Stock or, at the election of Issuer, cash equal to a volume weighted average market price of one share of Class A Common Stock for each Common Unit redeemed. The Common Units have no expiration date.