Jonathan H. King - Dec 6, 2022 Form 4 Insider Report for Switch, Inc. (SWCH)

Role
Chief Revenue Officer
Signature
/s/ Gabriel Nacht, as Attorney-in-Fact for Jonathan H. King
Stock symbol
SWCH
Transactions as of
Dec 6, 2022
Transactions value $
-$6,966,519
Form type
4
Date filed
12/8/2022, 03:17 PM
Previous filing
Dec 2, 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SWCH Class A Common Stock Options Exercise +33.3K +19.58% 203K Dec 6, 2022 Direct F1
transaction SWCH Class A Common Stock Disposed to Issuer -$6.97M -203K -100% $34.25 0 Dec 6, 2022 Direct F2, F3

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 Performance-Based Restricted Stock Units Options Exercise -16.7K -100% 0 Dec 6, 2022 Class A Common Stock 33.3K Direct F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jonathan H. King 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 settlement of performance-based restricted stock units into shares of Class A Common Stock based on maximum achievement of total shareholder return ("TSR") performance goals through the closing date of 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.
F2 Includes the full vesting and cancellation of 97,098 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.
F3 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 the Merger Agreement.