Thomas A. Thomas - 06 Dec 2022 Form 4 Insider Report for Switch, Inc.

Role
Director
Signature
/s/ Gabriel Nacht, as Attorney-in-Fact for Thomas A. Thomas
Issuer symbol
N/A
Transactions as of
06 Dec 2022
Net transactions value
-$230,908,705
Form type
4
Filing time
08 Dec 2022, 15:12:41 UTC
Previous filing
17 Nov 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SWCH Class B Common Stock Disposed to Issuer -3,857,500 -100% 0 06 Dec 2022 Direct F1
transaction SWCH Class A Common Stock Disposed to Issuer $98,789,330 -2,884,360 -100% $34.25 0 06 Dec 2022 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SWCH Common Units Disposed to Issuer $132,119,375 -3,857,500 -100% $34.25 0 06 Dec 2022 Class A Common Stock 3,857,500 Direct F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Thomas A. Thomas is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 Represents the cancellation of securities in exchange for the per share cash Merger consideration of $34.25, on the Merger closing date, in accordance with the terms of 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.