Sec Form 4 Filing - Borden Teresa A. @ Switch, Inc. - 2021-03-03

Insider filing report for Changes in Beneficial Ownership
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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
Borden Teresa A.
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 Construction 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, par value $0.001 03/03/2021 A 5,384 ( 1 ) A $ 0 687,855 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
Performance-Vesting Stock Units $ 0 ( 2 ) 03/03/2021 A 7,944 03/03/2024 03/03/2024 Class A Common Stock, par value $0.001 7,944 ( 3 ) ( 4 ) $ 0 7,944 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Borden Teresa A.
C/O SWITCH, INC.
7135 SOUTH DECATUR BOULEVARD
LAS VEGAS, NV89118
Chief Construction Officer
Signatures
/s/ Teresa A. Borden 03/05/2021
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 25% of the RSUs will vest on each of March 3, 2022, 2023, 2024, and 2025.
( 2 )The Reporting Person was issued 3,972 Performance-Vesting Stock Units ("PSUs") by Switch, Inc. under its 2017 Incentive Award Plan on March 3, 2021. The PSUs will convert to shares of Switch, Inc. Class A Common Stock on March 3, 2024 only if the Company has achieved a certain level of total shareholder return ("TSR") relative to the Peer Group (defined below) over a three-year performance period. The number of shares of Class A Common Stock that the Reporting Person may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels as described below.
( 3 )Reporting Person will receive(i) a maximum of 7,944 shares of Common Stock if Company's TSR is ranked at or above the 90th percentile relative to a peer group of companies defined in Performance-vesting Restricted Stock Unit Agreement (the "Peer Group") for the performance period (the "Maximum"); (ii) 3,972, 5,283, or 6,621 shares of Class A Common Stock if Company's TSR is ranked at the 60th, 70th, 80th percentile relative to the Peer Group for the performance period (the "Target"); or (iii) 199, 1,390, 2,582, 3,773 shares of Common Stock if Company's TSR is ranked at the 20th, 30th, 40th, 50th percentile relative to the Peer Group for the performance period (the "Threshold"). The Reporting Person will not receive any shares of Common Stock if Company's TSR is below the 20th percentile relative to the Peer Group for the performance period.
( 4 )The Maximum award that the Reporting Person will receive shall not exceed two (2) times the fair market value of the Target award, determined as of the date of grant.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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