SEC Form 4: Morton Erin Thomas converted options into 128,279 shares, returned $23,604,894 worth of shares to the company (689,194 units at $34.25) and returned 3,214,063 units of Class B Common Stock to the company, closing all direct ownership in the company
$SWCH
EDP Services
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Switch, Inc. [ SWCH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/06/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 12/06/2022 | M(1)(2) | 128,279 | A | (1)(2) | 489,194 | D | |||
| Class A Common Stock(3) | 12/06/2022 | D(4) | 489,194(3) | D | $34.25(4) | 0 | D | |||
| Class B Common Stock | 12/06/2022 | D(5) | 294,354 | D | (5) | 233,560 | D | |||
| Class B Common Stock | 12/06/2022 | D(6) | 233,560 | D | (6) | 0 | D | |||
| Class B Common Stock | 12/06/2022 | D(6) | 2,686,149 | D | (6) | 0 | I | By LLC(7) | ||
| Class A Common Stock | 12/06/2022 | D(4) | 200,000 | D | $34.25(4) | 0 | I | By LLC(7) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Option (Right to Buy) | $17 | 12/06/2022 | D(4) | 1,447,805 | 10/05/2017 | 10/05/2027 | Class A Common Stock | 1,447,805 | $34.25(4) | 0 | D | ||||
| Common Units | (8) | 12/06/2022 | D(5) | 294,354 | 12/06/2022 | (8) | Class A Common Stock | 294,354 | $34.25(5) | 233,560 | D | ||||
| Common Units | (8) | 12/06/2022 | D(6) | 233,560 | 12/06/2022 | (8) | Class A Common Stock | 233,560 | (6) | 0 | D | ||||
| Option (Right to Buy) | $6.97 | 12/06/2022 | D(4) | 429,276 | 03/07/2022 | 12/13/2028 | Class A Common Stock | 429,276 | $34.25(4) | 0 | D | ||||
| Option (Right to Buy) | $10.66 | 12/06/2022 | D(4) | 250,527 | 12/06/2022(9) | 03/14/2029 | Class A Common Stock | 250,527 | $34.25(4) | 0 | D | ||||
| Option (Right to Buy) | $14.95 | 12/06/2022 | D(4) | 330,688 | 12/06/2022(10) | 03/02/2030 | Class A Common Stock | 330,688 | $34.25(4) | 0 | D | ||||
| Performance-Based Restricted Stock Units | (1)(2) | 12/06/2022 | M(1)(2) | 76,800 | 12/06/2022 | (1)(2) | Class A Common Stock | 93,337 | (1)(2) | 0 | D | ||||
| Performance-Based Restricted Stock Units | (1)(2) | 12/06/2022 | M(1)(2) | 62,988 | 12/06/2022 | (1)(2) | Class A Common Stock | 34,942 | (1)(2) | 0 | D | ||||
| Common Units | (6) | 12/06/2022 | D(6) | 2,686,149 | 12/06/2022 | (6) | Class A Common Stock | 2,686,149 | $0(6) | 0 | I | By LLC(7) | |||
| Explanation of Responses: |
| 1. In connection with the merger (the "Merger") contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated May 11, 2022, by and among Switch, Inc. (the "Company"), Switch, Ltd., a Nevada limited liability company, Sunshine Merger Sub, Ltd., a Nevada limited liability company and a direct and wholly owned subsidiary of the Company, Sunshine Bidco Inc., a Delaware corporation ("Parent"), and Sunshine Parent Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Parent, the performance period for the performance-based restricted stock units ("PSUs") ended on the closing date of the Merger. |
| 2. The Company achieved maximum performance under the total shareholder return ("TSR") performance goals of the PSUs through the Merger closing date, with an aggregate 128,279 of the resulting earned PSUs converting to an equal number of shares of Class A Common Stock, and an aggregate 151,297 of the resulting earned PSUs converting to contingent cash awards valued at an amount equal to such number of earned PSUs multiplied by the cash Merger consideration of $34.25 per PSU. The contingent cash awards vest generally in six-month increments, tied to the original grant date of the applicable PSUs, commencing February 28, 2023 and continuing through February 28, 2025, subject to continued service through such vesting dates. |
| 3. Includes the full vesting and cancellation of 228,682 restricted stock units ("RSUs") in exchange for the per share cash Merger consideration of $34.25 on the Merger closing date in accordance with the terms of the Merger Agreement. |
| 4. Represents the cancellation of securities, including equity awards, in exchange for the per share cash Merger consideration of $34.25, on the Merger closing date, in accordance with the terms of the Merger Agreement. |
| 5. Represents the cancellation of the Common Units in exchange for the per share cash Merger consideration of $34.25, and the associated cancellation for no consideration of the shares of Class B Common Stock, on the Merger closing date in accordance with the terms of the Merger Agreement. The Common Units have no expiration date. |
| 6. Represents the cancellation of the Common Units in exchange for equity interests in an affiliate of DigitalBridge Group, Inc. with an aggregate value equal to the aggregate value of the cancelled Common Units based on the per share cash Merger consideration of $34.25, and the associated cancellation for no consideration of the shares of Class B Common Stock, on the Merger closing date. The Common Units have no expiration date. |
| 7. Held by an affiliated company of Mr. Morton; Mr. Morton has voting and dispositive control over, and full pecuniary interests in, these shares. |
| 8. The Common Units are redeemable for an equal number of shares of the Company's Class A Common Stock. The Common Units have no expiration date. |
| 9. Includes 62,632 options that were scheduled to vest on March 14, 2023 that became fully vested on the closing date of the Merger in accordance with the terms of the Merger Agreement. |
| 10. Includes 165,344 options that were scheduled to vest in equal installments on March 2, 2023 and March 2, 2024 that became fully vested on the closing date of the Merger in accordance with the terms of the Merger Agreement. |
| Remarks: |
| /s/ Gabriel Nacht, as Attorney-in-Fact for Erin Thomas Morton | 12/08/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||