Item 3.02 Unregistered Sales of Equity Securities.
On October 3, 2022, Switch, Inc. (the "Company") issued an aggregate of 262,707
shares of the Company's Class A common stock (the "Shares") to certain members
of Switch, Ltd. (the "Operating Company") in connection with the exercise by
such members of their respective redemption right for an equivalent number of
common units of the Operating Company (the "Units") and corresponding
cancellation of an equivalent number of the Company's Class B common stock. The
Company elected to settle such redemption payment by issuance of the Shares. The
redemption occurred pursuant to the terms of the Fifth Amended and Restated
Operating Agreement of the Operating Company entered into in connection with the
Company's initial public offering. Pursuant to the redemption, the Company
canceled its Class B common stock (one share for each of the Units) owned by
such members. The Shares were issued in reliance upon an exemption from
registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as
amended, on the basis that it did not involve a public offering.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses