FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Switch & Data Facilities Company, Inc. [ SDXC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/01/2009 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
Common Stock | 05/01/2009 | J(1) | 100,000 | D | $0(2) | 166,822 | D | |||
Common Stock | 600 | I | Custodian for minor child |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 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: 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 | ||||||||
Prepaid Variable Forward Contract (right to sell) | $0 | 05/01/2009 | J(1) | 1 | 05/01/2009 | 05/01/2009 | Common Stock | 100,000 | $0(3) | 0 | D |
Explanation of Responses: |
1. On May 2, 2008, the reporting person priced a prepaid variable forward sale contract with an unaffiliated third party buyer. Under the contract, the reporting person had to deliver to the buyer, on May 1, 2009 (the "Settlement Date"), up to 100,000 shares of Switch & Data Facilities Company, Inc. ("SDXC") common stock (or, at the reporting person's election, an equivalent amount of cash based on the market price of SDXC common stock). Under the contract, the floor price was $14.95 and the threshold price was $21.98, and the actual number of shares to be delivered under the contract depended upon the market price of the SDXC common stock on the Settlement Date and a formula calculated based on the floor price and the threshold price. On the Settlement Date, under the terms of the prepaid variable forward sale contract, the reporting person delivered all of the 100,000 shares that were subject to the contract. |
2. The derivative security is a prepaid variable forward sale contract as referenced in footnote (1), $0 has been inserted to satisfy the requirements to submit this form via the EDGAR system. |
3. $0 has been inserted to satisfy the requirements to submit this form via the EDGAR system. |
Clayton Mynard, attorney-in-fact for George Pollock | 05/05/2009 | |
** Signature of Reporting Person | Date | |
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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |