Sec Form 4 Filing - Roy Rob @ Switch, Inc. - 2022-12-06

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 Roy Rob 2. Issuer Name and Ticker or Trading Symbol Switch, Inc. [ SWCH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O SWITCH, INC., 7135 SOUTH DECATUR BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 12/06/2022 (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 12/06/2022 M( 1 )( 2 ) 222,218 A 959,216 D Class A Common Stock( 3 ) 12/06/2022 D( 4 ) 959,216( 3 ) D $ 34.25( 4 ) 0 D Class B Common Stock 12/06/2022 D( 5 ) 4,703,196 D 10,023,735 D Class B Common Stock 12/06/2022 D( 6 ) 10,023,735 D 0 D

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 Option (Right to Buy) $ 17 12/06/2022 D( 4 ) 291,864 10/05/2017 10/05/2027 Class A Common Stock 291,864 $ 34.25( 4 ) 0 D Common Units ( 7 ) 12/06/2022 D( 5 ) 4,703,196 12/06/2022 ( 7 ) Class A Common Stock 4,703,196 $ 34.25( 5 ) 10,023,735 D Common Units ( 7 ) 12/06/2022 D( 6 ) 10,023,735 12/06/2022 ( 7 ) Class A Common Stock 10,023,735 ( 6 ) 0 D Option (Right to Buy) $ 6.97 12/06/2022 D( 4 ) 695,903 03/07/2022 12/13/2028 Class A Common Stock 695,903 $ 34.25( 4 ) 0 D Option (Right to Buy) $ 10.66 12/06/2022 D( 4 ) 454,063 12/06/2022( 8 ) 03/14/2029 Class A Common Stock 454,063 $ 34.25( 4 ) 0 D Option (Right to Buy) $ 14.95 12/06/2022 D( 4 ) 453,386 12/06/2022( 9 ) 03/02/2030 Class A Common Stock 453,386 $ 34.25( 4 ) 0 D Performance-Based Restricted Stock Units ( 1 )( 2 ) 12/06/2022 M( 1 )( 2 ) 152,012 12/06/2022 ( 1 )( 2 ) Class A Common Stock 184,744 ( 1 )( 2 ) 0 D Performance-Based Restricted Stock Units ( 1 )( 2 ) 12/06/2022 M( 1 )( 2 ) 120,185 12/06/2022 ( 1 )( 2 ) Class A Common Stock 37,474 ( 1 )( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Roy Rob C/O SWITCH, INC. 7135 SOUTH DECATUR BOULEVARD LAS VEGAS, NV89118 X Chief Executive Officer Signatures /s/ Gabriel Nacht, as Attorney-in-Fact for Rob Roy 12/08/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the merger (the "Merger") contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated May 11, 2022, by and among Switch, Inc. (the "Company"), Switch, Ltd., a Nevada limited liability company, Sunshine Merger Sub, Ltd., a Nevada limited liability company and a direct and wholly owned subsidiary of the Company, Sunshine Bidco Inc., a Delaware corporation ("Parent"), and Sunshine Parent Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Parent, the performance period for the performance-based restricted stock units ("PSUs") ended on the closing date of the Merger. ( 2 )The Company achieved maximum performance under the total shareholder return ("TSR") performance goals of the PSUs through the Merger closing date, with an aggregate 222,218 of the resulting earned PSUs converting to an equal number of shares of Class A Common Stock, an aggregate 292,979 of the resulting earned PSUs converting to contingent cash awards valued at an amount equal to such number of earned PSUs multiplied by the cash Merger consideration of $34.25 per PSU, and an aggregate 29,197 of the resulting earned PSUs being forfeited. The contingent cash awards vest generally in six-month increments, tied to the original grant date of the applicable PSUs, commencing February 28, 2023 and continuing through February 28, 2025, subject to continued service through such vesting dates. ( 3 )Includes the full vesting and cancellation of 429,078 restricted stock units ("RSUs") in exchange for the per share cash Merger consideration of $34.25 on the Merger closing date in accordance with the terms of the Merger Agreement. ( 4 )Represents the cancellation of securities, including equity awards, in exchange for the per share cash Merger consideration of $34.25, on the Merger closing date, in accordance with the terms of the Merger Agreement. ( 5 )Represents the cancellation of the Common Units in exchange for the per share cash Merger consideration of $34.25, and the associated cancellation for no consideration of the shares of Class B Common Stock, on the Merger closing date in accordance with the terms of the Merger Agreement. The Common Units have no expiration date. ( 6 )Represents the cancellation of the Common Units in exchange for equity interests in an affiliate of DigitalBridge Group, Inc. with an aggregate value equal to the aggregate value of the cancelled Common Units based on the per share cash Merger consideration of $34.25, and the associated cancellation for no consideration of the shares of Class B Common Stock, on the Merger closing date. The Common Units have no expiration date. ( 7 )The Common Units are redeemable for an equal number of shares of the Company's Class A Common Stock. The Common Units have no expiration date. ( 8 )Includes 140,310 options that were scheduled to vest on March 14, 2023 that became fully vested on the closing date of the Merger in accordance with the terms of the Merger Agreement. ( 9 )Includes 262,229 options that were scheduled to vest in equal installments on March 2, 2023 and March 2, 2024 that became fully vested on the closing date of the Merger in accordance with the terms of the Merger Agreement.

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