Switch Form 4/A / MICHAEL DAVID BORDEN 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^*

BORDEN MICHAEL DAVID

(Last)

(First)

(Middle)

4301 S. VALLEY VIEW BLVD., STE. 19

(Street)

LAS VEGAS

89103

(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)
04/01/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/03/2019

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
CLASS B COMMON STOCK⁽¹⁾	04/01/2019	04/01/2019	J⁽¹⁾		1,831,259	D	⁽¹⁾	0	D
CLASS A COMMON STOCK⁽²⁾	04/01/2019	04/01/2019	C⁽²⁾		1,831,259	A	⁽²⁾	4,400,002	D
CLASS B COMMON STOCK⁽⁴⁾	04/01/2019	04/01/2019	J⁽⁴⁾		368,741	D	$10.55	0	D
CLASS B COMMON STOCK⁽¹⁾	04/01/2019	04/01/2019	J⁽¹⁾		5,599,998	D	⁽¹⁾	0	I	BY BORDEN LP
CLASS A COMMON STOCK⁽²⁾	04/01/2019	04/01/2019	C⁽²⁾		5,599,998	A	⁽²⁾	5,599,998	I	BY BORDEN LP
CLASS B COMMON STOCK⁽⁴⁾	04/01/2019	04/01/2019	J⁽⁴⁾		400,002	D	$10.55	0	I	BY BORDEN LP
CLASS B COMMON STOCK⁽¹⁾	04/01/2019	04/01/2019	J⁽¹⁾		707,471	D	⁽¹⁾	0	I⁽⁵⁾	BY MICHAEL D. BORDEN'S SPOUSE
CLASS A COMMON STOCK⁽²⁾	04/01/2019	04/01/2019	C⁽²⁾		707,471	A	⁽²⁾	707,471	I⁽⁵⁾	BY MICHAEL D. BORDEN'S SPOUSE

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON UNITS⁽²⁾	⁽²⁾	04/01/2019	04/01/2019	C⁽²⁾			1,831,259	⁽³⁾	⁽³⁾	CLASS A COMMON STOCK	1,831,259	⁽³⁾	0	D
COMMON UNITS⁽⁴⁾	⁽⁴⁾	04/01/2019	04/01/2019	J⁽⁴⁾			368,741	⁽⁴⁾	⁽⁴⁾	CLASS A COMMON STOCK	368,741	$10.55	0	D
COMMON UNITS⁽²⁾	⁽²⁾	04/01/2019	04/01/2019	C⁽²⁾			5,599,998	⁽³⁾	⁽³⁾	CLASS A COMMON STOCK	5,599,998	⁽³⁾	0	I	BY BORDEN LP
COMMON UNITS⁽⁴⁾	⁽⁴⁾	04/01/2019	04/01/2019	J⁽⁴⁾			400,002	⁽⁴⁾	⁽⁴⁾	CLASS A COMMON STOCK	400,002	$10.55	0	I	BY BORDEN LP
COMMON UNITS⁽²⁾	⁽²⁾	04/01/2019	04/01/2019	C⁽²⁾			707,471	⁽³⁾	⁽³⁾	CLASS A COMMON STOCK	707,471	⁽³⁾	0	I⁽⁵⁾	BY MICHAEL D. BORDEN'S SPOUSE

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 the redemption and conversion of the 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 2.

2. Represents the redemption and conversion of common membership interests in Switch, Ltd. ("Common Units"), on a one-for-one basis for shares of Class A common stock.

3. 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 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.

4. Represents the redemption for cash by Switch, Ltd. of the Common Units pursuant to a Common Unit Repurchase Agreement dated as of April 1, 2019, whereby such Common Units were redeemed for an amount per unit equal to the closing price of a share of Class A common stock on the New York Stock Exchange on April 1, 2019.

5. This amendment to the Form 4 originally filed on April 3, 2019, is being filed to reflect the conversion of Common Units held by Michael D. Borden's spouse, however this amendment shall not be deemed an admission that Michael D. Borden is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any securities held solely by Michael D. Borden's spouse, and Michael D. Borden disclaims beneficial ownership thereof.

	Michael Borden	04/10/2019
	** Signature of Reporting Person	Date
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Switch (SWCH) Form 4/ASwitch / MICHAEL DAVID BORDEN ownership change