Sec Form 4 Filing - Morton Erin Thomas @ Switch, Inc. - 2021-03-03

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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The following is an SEC EDGAR document rendered as filed.
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Morton Erin Thomas
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)
President/Chief Legal Officer
(Last)
(First)
(Middle)
C/O SWITCH, INC., 7135 SOUTH DECATUR BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
03/03/2021
(Street)
LAS VEGAS, NV89118
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 03/03/2021A 104,091 ( 1 ) A $ 0 696,262 D
Class B Common Stock 527,914 D
Class B Common Stock 3,322,527 I By LLC ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 ) 03/03/2021A 76,800 03/03/2024( 4 )( 5 )03/03/2024( 4 )( 5 ) Class A Common Stock 76,800 $ 0 76,800 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Morton Erin Thomas
C/O SWITCH, INC.
7135 SOUTH DECATUR BOULEVARD
LAS VEGAS, NV89118
President/Chief Legal Officer
Signatures
/s/ Gabriel Nacht, as Attorney-in-Fact for Erin Thomas Morton03/05/2021
** Signature of Reporting Person Date
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 Mr. Morton; Mr. Morton has voting and dispositive control over, and full pecuniary interests in, these shares.
( 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.

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 4(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).

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