4//SEC Filing
BORDEN LP 4
Accession 0001718986-19-000001
CIK 0001710583other
Filed
Apr 2, 8:00 PM ET
Accepted
Apr 3, 4:54 PM ET
Size
2.3 MB
Accession
0001718986-19-000001
Insider Transaction Report
Form 4
Switch, Inc.SWCH
BORDEN LP
10% Owner
Transactions
- Other
Class B Common Stock
2019-04-01−5,599,998→ 0 total - Other
Class B Common Stock
2019-04-01$10.55/sh−400,002$4,220,021→ 0 total - Conversion
Common Units
2019-04-01−5,599,998→ 0 total→ Class A Common Stock (5,599,998 underlying) - Other
Common Units
2019-04-01$10.55/sh−400,002$4,220,021→ 0 total→ Class A Common Stock (400,002 underlying) - Conversion
Class A Common Stock
2019-04-01+5,599,998→ 5,599,998 total
Footnotes (4)
- [F1]Represents the forfeiture and cancellation of one share of Class B common stock for each share of Class A common stock acquired upon the redemption and conversion of the Common Units into Class A common stock, on a one-for-one basis pursuant to the Amended and Restated Certificate of Incorporation of the Issuer. The shares of Class B common stock (i) confer only voting rights (one vote per share) 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 Units for shares of Class A common stock, or cash, at the Issuer's election. See Footnote 2.
- [F2]Represents the redemption and conversion of common membership interests in Switch, Ltd. ('Common Units'), on a one-for-one basis for shares of Class A common stock.
- [F3]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 a share of Class A common stock. 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.
- [F4]Represents the redemption for cash by Switch, Ltd. of the Common Units pursuant to a Common Unit Repurchase Agreement dated as of April 1, 2019, whereby such Common Units were redeemed for an amount per unit equal to the closing price of a share of Class A common stock on the New York Stock Exchange on April 1, 2019.
Issuer
Switch, Inc.
CIK 0001710583
Entity typeother
IncorporatedNV
Related Parties
1- filerCIK 0001718986
Filing Metadata
- Form type
- 4
- Filed
- Apr 2, 8:00 PM ET
- Accepted
- Apr 3, 4:54 PM ET
- Size
- 2.3 MB