Switch (SWCH) Form 4 Switch / STELLA ROY 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^*

ROY STELLA

(Last) (First) (Middle)

C/O SKLAR WILLIAMS PLLC

410 SOUTH RAMPART BLVD., SUITE 350

(Street)

LAS VEGAS NV 89145

(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)
10/07/2021

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

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

X	Form filed by One Reporting Person
	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 B Common Stock(1)	10/07/2021	10/07/2021	J(1)		2,000,000	D	(1)	1,750,000(2)	D
Class A Common Stock(3)	10/07/2021	10/07/2021	C(3)		2,000,000	A	(3)	2,102,120	D
Class A Common Stock(3)	10/07/2021	10/07/2021	S		200,000	D	$25.6201(4)	1,902,120	D
Class A Common Stock(3)	10/08/2021	10/08/2021	S		100,000	D	$24.9515(5)	1,802,120	D
Class A Common Stock	10/11/2021	10/11/2021	S		131,679	D	$24.6479(6)	1,670,441	D
Class A Common Stock	10/11/2021		A		25(7)	A	$24.59	1,670,466	D
Class A Common Stock	10/11/2021		F		316(8)	D	$24.59	1,670,150	D
Class A Common Stock(3)	10/12/2021	10/12/2021	S		68,321	D	$24.5827(9)	1,601,829	D
Class B Common Stock								11,802,108(2)	I	By revocable grantor trust(2)

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(3)	(3)	10/07/2021	10/07/2021	C(3)			2,000,000	(10)	(10)	Class A Common Stock	2,000,000	(10)	1,750,000(2)	D
Common Units	(3)							(10)	(10)	Class A Common Stock	11,802,108		11,802,108	I	By revocable grantor trust

Explanation of Responses:

1. Represents the forfeiture and cancellation of one share of Class B common stock for each share of Class A common stock acquired upon (a) the redemption and conversion of membership units in Switch, Ltd. ("Common Units") into Class A common stock, on a one-for-one basis 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. (2) 13,552,108 Common Units and associated shares of Class B common stock are currently vested with187,500 Common Units and associated shares of Class B common stock will vest on October 11, 2021.

2. 13,552,108 Common Units and associated shares of Class B common stock are currently vested with187,500 Common Units and associated shares of Class B common stock will vest on October 11, 2021.

3. Represents the redemption and conversion of Common Units on a one-for-one basis for shares of Class A Common Stock.

4. The price reported in Column 4 is a weighted average price for shares sold in multiple transactions. The sale prices range from $25.455 to $25.94 per share. The Reporting Person undertakes to provide to the Issuer, and undertakes to provide to the Commission staff or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

5. The price reported in Column 4 is a weighted average price for shares sold in multiple transactions. The sale prices range from $24.75 to $25.47 per share. The Reporting Person undertakes to provide to the Issuer, and undertakes to provide to the Commission staff or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

6. The price reported in Column 4 is a weighted average price for shares sold in multiple transactions. The sale prices range from $24.50 to $24.77 per share. The Reporting Person undertakes to provide to the Issuer, and undertakes to provide to the Commission staff or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

7. Represents shares of Class A Common Stock delivered in settlement of dividend equivalent rights awarded in connection with restricted stock units owned by the Reporting Person (previously reported) that accrue in cash and are settled in shares, proportionately, upon the vesting of the restricted stock units.

8. Represents shares withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

9. The price reported in Column 4 is a weighted average price for shares sold in multiple transactions. The sale prices range from $24.37 to $24.795 per share. The Reporting Person undertakes to provide to the Issuer, and undertakes to provide to the Commission staff or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

10. 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 a shares 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.

	/s/ Stella Roy	10/12/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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