Switch (SWCH) Form 4 Switch / Scott Russell Gragson ownership change

SEC Form 4

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^*

Gragson Scott Russell

(Last) (First) (Middle)

5 PROMONTORY RIDGE DRIVE

(Street)

LAS VEGAS NV 89135

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Switch, Inc. [ SWCH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Class A Common Stock(1)	05/18/2018		C(1)		1,500,000	A	(1)	1,500,000	I	By LLC(3)
Class B Common Stock(2)	05/18/2018		J(2)		1,500,000	D	(2)	7,331,538	I	By LLC(3)
Class A Common Stock(1)	06/22/2018		S		106,785	D	$13.0529(4)	1,393,215	I	By LLC(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Common Units(1)	(1)	05/18/2018		C(1)			1,500,000	(1)	(1)	Class A Common Stock	1,500,000	(1)	7,331,538	I	By LLC(3)

1. Name and Address of Reporting Person^*

Gragson Scott Russell

(Last) (First) (Middle)

5 PROMONTORY RIDGE DRIVE

(Street)

LAS VEGAS NV 89135

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gragson Data SS LLC

(Last) (First) (Middle)

5 PROMONTORY RIDGE DRIVE

(Street)

LAS VEGAS NV 89135

(City) (State) (Zip)

Explanation of Responses:

1. The reporting person surrendered for redemption and conversion 1,500,000 common membership units in Switch, Ltd. ("Common Units") on a one-for-one basis for Issuer's Class A Common Stock. The 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 one share of Class A Common Stock for each Common Unit redeemed. The Common Units have no expiration date.

2. Upon the redemption and conversion of the Common Units into Class A Common Stock, one share of Issuer's Class B Common Stock held by the reporting person was forfeited and cancelled, without consideration, on a one-for-one basis for each share of Class A Common Stock acquired. The Class B Common Stock only confer voting rights (one vote per share) and do not confer economic rights.

3. Held by Gragson Data SS, LLC, as to which Mr. Gragson is the manager of the LLC and has voting and dispositive power of the shares, subject to a voting agreement in favor of the pledgee of the shares. Mr. Gragson disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest.

4. Prices of securities reported in U.S. dollars on a per share basis, not an aggregate basis. Amounts reported exclude brokerage commissions and other costs of execution.

	/s/ Scott Gragson	06/26/2018
	/s/ Scott Gragson, Manager of Gragson Data SS, LLC	06/26/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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