UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 15, 2020
Switch, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Nevada | 001-38231 | 82-1883953 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
| | | | | | | | | | | |
| 7135 S. Decatur Boulevard | | | |
| Las Vegas, | NV | | 89118 |
| (Address of principal executive offices) | | | (Zip Code) |
(702) 444-4111
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Class A common stock, par value $0.001 | SWCH | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On May 15, 2020, Switch, Ltd. (the “Operating Company”) entered into an agreement with an affiliated entity of its Chief Executive Officer, Rob Roy, to purchase (the “Repurchase”) 1,126,020 common units in the Operating Company (the “Units”). The Repurchase occurred at a price per Unit of $17.76, which was determined as the arithmetic average of the high and low selling prices for a share of Class A common stock of Switch, Inc. (the “Company”) on the New York Stock Exchange for the three (3) day period of May 13, 2020 to May 15, 2020. Pursuant to the Repurchase, the Company canceled its Class B common stock (one share for each of the Units) owned by such affiliated entity. The Repurchase was approved by the Board of Directors of the Company and reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: | May 19, 2020 | | Switch, Inc. | | |
| | | (Registrant) | | |
| | | | | | |
| | | | By: | /s/ Gabe Nacht | |
| | | | Name: | Gabe Nacht | |
| | | | Title: | Chief Financial Officer | |
