Roy Stella's Form 4 filing
Switch, Inc. (SWCH) · filed Oct 12, 2021
- Accession no.
- 0001415889-21-004834
- Filed
- Oct 12, 2021
- Trade date
- Oct 7-12, 2021
- Filing delay
- 5 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 8 non-derivative transactions and 1 derivative transaction. Open-market sales total $12.5M. It was filed 5 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Roy StellaCIK 0001844070 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Oct 7, 2021 | Class B Common Stock | JOtherDisposed | −2,000,000 | –F1 | – | 1,750,000 | Direct | |
| Oct 7, 2021 | Class A Common Stock | CConversionAcquired | +2,000,000 | –F3 | – | 2,102,120 | Direct | |
| Oct 7, 2021 | Class A Common Stock | SSaleDisposed | −200,000 | $25.62F4 | −$5,124,000 | 1,902,120 | Direct | |
| Oct 8, 2021 | Class A Common Stock | SSaleDisposed | −100,000 | $24.95F5 | −$2,495,000 | 1,802,120 | Direct | |
| Oct 11, 2021 | Class A Common Stock | SSaleDisposed | −131,679 | $24.65F6 | −$3,245,887.35 | 1,670,441 | Direct | |
| Oct 11, 2021 | Class A Common Stock | AGrant or awardAcquired | +25 | $24.59 | +$614.75 | 1,670,466 | Direct | |
| Oct 11, 2021 | Class A Common Stock | FTax withholdingDisposed | −316 | $24.59 | −$7,770.44 | 1,670,150 | Direct | |
| Oct 12, 2021 | Class A Common Stock | SSaleDisposed | −68,321 | $24.58F9 | −$1,679,330.18 | 1,601,829 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Oct 7, 2021 | Class A Common Stock | CConversionDisposed | −2,000,000 | –F10 | – | 1,750,000 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
Represents the forfeiture and cancellation of one share of Class B common stock for each share of Class A common stock acquired upon (a) the redemption and conversion of membership units in Switch, Ltd. ("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 3. (2) 13,552,108 Common Units and associated shares of Class B common stock are currently vested with187,500 Common Units and associated shares of Class B common stock will vest on October 11, 2021.
Referenced by the price of 1 transaction in Table I.
- F3
Represents the redemption and conversion of Common Units on a one-for-one basis for shares of Class A Common Stock.
Referenced by the price of 1 transaction in Table I.
- F4
The price reported in Column 4 is a weighted average price for shares sold in multiple transactions. The sale prices range from $25.455 to $25.94 per share. The Reporting Person undertakes to provide to the Issuer, and undertakes to provide to the Commission staff or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
Referenced by the price of 1 transaction in Table I.
- F5
The price reported in Column 4 is a weighted average price for shares sold in multiple transactions. The sale prices range from $24.75 to $25.47 per share. The Reporting Person undertakes to provide to the Issuer, and undertakes to provide to the Commission staff or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
Referenced by the price of 1 transaction in Table I.
- F6
The price reported in Column 4 is a weighted average price for shares sold in multiple transactions. The sale prices range from $24.50 to $24.77 per share. The Reporting Person undertakes to provide to the Issuer, and undertakes to provide to the Commission staff or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
Referenced by the price of 1 transaction in Table I.
- F9
The price reported in Column 4 is a weighted average price for shares sold in multiple transactions. The sale prices range from $24.37 to $24.795 per share. The Reporting Person undertakes to provide to the Issuer, and undertakes to provide to the Commission staff or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
Referenced by the price of 1 transaction in Table I.
- F10
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 shares 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.
Referenced by the price of 1 transaction in Table II.