SEC Form 3 · accession 0001144204-17-051574

Switch, Inc. · SWCH

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Troesh Family Foundation

10% Owner

Period of report

Oct 5, 2017

Accepted (ET)

Oct 5, 2017 · 8:11 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001710583

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class B Common Stock^F1	holding	—	—		—	201,204	I	By Eastern Capital Group LLC

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Common Units^F2,F3	—	holding	—	—	—	Oct 5, 2017	—	Class A Common Stock	201,204	—	I

Explanation of responses

F1Acquired pursuant to a Subscription Agreement with the Issuer in connection with the recapitalization of Switch, Ltd., and the Issuer's corporate restructuring and initial public offering ("IPO"). One share of the Issuer's Class B common stock was issued for each Common Unit reported herein as being beneficially owned by the reporting person. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Class B common stock (i) confer only voting rights (one vote per share) and do not confer any incidents of economic ownership to the holders thereof, and (ii) are forfeited and cancelled, on a one-for-one basis, without consideration, upon the redemption of Common Units for shares of Class A common stock, or cash, at the Issuer's election. See Footnote 3.
F2Represents common membership interests in Switch, Ltd. ("Common Units"), which are redeemable on a one-for-one basis for shares of Class A common stock of the Issuer, or, at the election of the Issuer, cash equal to a volume weighted average market price of a share of Class A common stock. The Common Units were acquired pursuant to a reclassification (exempt under Section 16b-7) and reorganization of the Issuer in connection with the Issuer's IPO. One share of the Issuer's Class B common stock was issued for each Common Unit reported herein as being beneficially owned by the reporting person. See Footnote 1.
F3The Common Units are redeemable on a one-for-one basis for shares of Class A common stock, or, at the election of the Issuer, cash equal to a volume weighted average market price of a share of Class A common stock. The Common Units have no expiration date. Upon any redemption of Common Units, one share of Class B common stock is automatically forfeited and cancelled for each Common Unit so redeemed.

Remarks

Exhibit List: Exhibit 24.1 - Power of Attorney