0001593968-22-000595.txt : 20220302 0001593968-22-000595.hdr.sgml : 20220302 20220302164501 ACCESSION NUMBER: 0001593968-22-000595 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220228 FILED AS OF DATE: 20220302 DATE AS OF CHANGE: 20220302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Roy Rob CENTRAL INDEX KEY: 0001718317 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38231 FILM NUMBER: 22704412 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 2022-02-28 0001710583 Switch, Inc. SWCH 0001718317 Roy Rob C/O SWITCH, INC. 7135 SOUTH DECATUR BOULEVARD LAS VEGAS NV 89118 true true false false Chief Executive Officer Class A Common Stock 2022-02-28 4 A false 159492 0 A 803561 D Class B Common Stock 14726931 D Performance-Based Restricted Stock Units 2022-02-28 4 A false 120185 0 A 2025-02-28 2025-02-28 Class A Common Stock 120185 120185 D Represents restricted stock units ("RSUs") granted on February 28, 2022 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 February 28, 2023, 2024, 2025 and 2026. 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 Rob Roy 2022-03-02