Statement of Changes in Beneficial Ownership (4)
March 05 2021 - 04:38PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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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 * Young
Melissa |
2. Issuer Name and Ticker or Trading
Symbol Switch, Inc. [ SWCH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chief Information Officer |
(Last)
(First)
(Middle)
C/O SWITCH, INC., 7135 SOUTH DECATUR BOULEVARD |
3. Date of Earliest Transaction (MM/DD/YYYY)
3/3/2021
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(Street)
LAS VEGAS, NV 89118
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
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1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Class A Common Stock |
3/3/2021 |
|
A |
|
9332 (1) |
A |
$0 |
122061 |
D |
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Class B Common Stock |
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|
|
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730296 |
I |
BY LLC (2) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Performance-Based Restricted Stock
Units |
(3) |
3/3/2021 |
|
A |
|
6885 |
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3/3/2024 (4)(5) |
3/3/2024 (4)(5) |
Class A Common Stock |
6885 |
$0 |
6885 |
D |
|
Explanation of
Responses: |
(1) |
Represents restricted stock
units ("RSUs") granted on March 3, 2021 that convert, on a
one-to-one basis, into shares of Class A Common Stock upon vesting.
The RSUs will vest over time with 25% of such RSUs vesting on each
of March 3, 2022, 2023, 2024, and 2025. |
(2) |
Held by an affiliated
company of Ms. Young. |
(3) |
Each performance-based
restricted stock unit ("PRSU") represents a contingent right to
receive one share of Class A Common Stock. The indicated number of
PRSUs assumes 100% vesting at target. Depending upon actual
performance during the Performance Period (as defined below), the
actual number of shares issued in settlement of the PRSUs may range
from 0% to 200% of the indicated number |
(4) |
All PRSUs will vest
depending on the Issuer's total shareholder return ("TSR") over the
three-year period from the grant date (the "Performance Period"),
relative to the TSR of the companies in the Russell 3000 Index as
of the grant date (the "Index Group"). |
(5) |
If the Issuer's TSR over the
Performance Period is at the 60th percentile when ranked against
the Index Group's TSR, 100% of the target number of shares will
vest. For every percentile by which the Issuer's TSR ranking within
the Index Group exceeds the 60th percentile, shares vesting will
increase by 3 and 1/3%, up to a maximum payout of 200% of target if
Issuer's TSR ranking is at the 90th percentile. For every
percentile by which the Issuer's TSR ranking within the Index Group
is below the 60th percentile and above the 50th percentile, shares
vesting will decrease by 1/2%, and for every percentile by which
the Issuer's TSR ranking within the Index Group is below the 50th
percentile, shares vesting will decrease by 3%, with no payout if
Issuer's TSR ranking is below the 20th percentile. If Issuer's
absolute TSR over the Performance Period is negative, the number of
shares vesting will not exceed 100% of target. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Young Melissa
C/O SWITCH, INC.
7135 SOUTH DECATUR BOULEVARD
LAS VEGAS, NV 89118 |
|
|
Chief Information Officer |
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Signatures
|
/s/ Gabriel Nacht, as Attorney-in-Fact for
Melissa Young |
|
3/5/2021 |
**Signature of
Reporting Person |
Date |