SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 03/01/2020 | 3. Issuer Name and Ticker or Trading Symbol Switch, Inc. [ SWCH ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock | 120,907(1) | D | |
Class B Common Stock(2) | 730,296 | I | BY LLC(3) |
Class A Common Stock | 90,000 | I | BY LLC(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Option (Right to Buy) | 10/05/2017 | 10/05/2027 | Class A Common Stock | 193,579 | 17 | D | |
Common Units(4) | (4) | (4) | Class A Common Stock | 730,296 | (4) | I | BY LLC(3) |
Explanation of Responses: |
1. Includes 80,625 restricted stock units ("RSUs") that convert, on a one-to-one basis, into shares of Class A Common Stock upon vesting. The RSUs will vest over time with 33,750 of such RSUs vesting on each of January 2, 2021 and 2022, 8,750 RSUs vesting on January 2, 2023, and 4,375 RSUs vesting on January 2, 2024. |
2. Pursuant to the Amended and Restated Articles of Incorporation of the Issuer, the shares of Class B common stock (i) confer only voting rights and do not confer any incidents of economic ownership to the holders thereof; and (ii) are forfeited and cancelled, on a one-for-one basis, without consideration, upon the redemption of common membership interests in Switch, Ltd. ("Common Units") for shares of Class A common stock, or cash, at the Issuer's election. See Footnote 4. |
3. Held by an affiliated company of Ms. Young. |
4. The Common Units are redeemable on a one-for-one basis for shares of Class A Common Stock or, at the election of the 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. Upon any redemption of Common Units, one share of Class B common stock is automatically forfeited and cancelled for each Common Unit so redeemed. |
Remarks: |
Exhibit List: Exhibit 24 - Power of Attorney |
/s/ Gabriel Nacht, as Attorney-in-Fact for Melissa Young | 03/05/2020 | |
** 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 5 (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. |