0001593968-21-000822.txt : 20210305 0001593968-21-000822.hdr.sgml : 20210305 20210305163522 ACCESSION NUMBER: 0001593968-21-000822 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210303 FILED AS OF DATE: 20210305 DATE AS OF CHANGE: 20210305 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Morton Erin Thomas CENTRAL INDEX KEY: 0001718318 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38231 FILM NUMBER: 21718961 BUSINESS ADDRESS: BUSINESS PHONE: 702 522 4325 MAIL ADDRESS: STREET 1: 7135 S. DECATUR BLVD CITY: LAS VEGAS STATE: NV ZIP: 89118 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Switch, Inc. CENTRAL INDEX KEY: 0001710583 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 821883953 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7135 SOUTH DECATUR BOULEVARD CITY: LAS VEGAS STATE: NV ZIP: 89118 BUSINESS PHONE: (702) 444-4111 MAIL ADDRESS: STREET 1: 7135 SOUTH DECATUR BOULEVARD CITY: LAS VEGAS STATE: NV ZIP: 89118 4 1 primary_01.xml PRIMARY DOCUMENT X0306 4 2021-03-03 0001710583 Switch, Inc. SWCH 0001718318 Morton Erin Thomas C/O SWITCH, INC. 7135 SOUTH DECATUR BOULEVARD LAS VEGAS NV 89118 false true false false President/Chief Legal Officer Class A Common Stock 2021-03-03 4 A false 104091 0 A 696262 D Class B Common Stock 527914 D Class B Common Stock 3322527 I By LLC Performance-Based Restricted Stock Units 2021-03-03 4 A false 76800 0 A 2024-03-03 2024-03-03 Class A Common Stock 76800 76800 D 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. Held by an affiliated company of Mr. Morton; Mr. Morton has voting and dispositive control over, and full pecuniary interests in, these shares. 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 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"). 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. /s/ Gabriel Nacht, as Attorney-in-Fact for Erin Thomas Morton 2021-03-05