| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Switch, Inc. [ SWCH ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/01/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 10/01/2019 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 10/01/2019 | S | 2,450,000 | D | $15.39(1) | 2,863,000 | I | BY LLC(2) | ||
| CLASS A COMMON STOCK(3) | 10/01/2019 | C(3) | 770,000 | A | (3) | 2,790,243 | I | BY LLC(2) | ||
| CLASS B COMMON STOCK(4) | 10/01/2019 | J(4) | 770,000 | D | (4) | 2,093,000 | I | BY LLC(2) | ||
| CLASS A COMMON STOCK(5) | 10/01/2019 | C(5) | 113,750 | A | (5) | 2,771,000 | I | BY TRUST(6) | ||
| CLASS B COMMON STOCK(4) | 10/01/2019 | J(4) | 113,750 | D | (4) | 2,745,920 | I | BY TRUST(6) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $15.39(3) | 10/01/2019 | C(3) | 770,000 | (3) | (3) | CLASS A COMMON STOCK | 770,000 | $15.39(3) | 2,093,000 | I | BY LLC(2) | |||
| COMMON UNITS(5) | $15.39(5) | 10/01/2019 | C(5) | 113,500 | (5) | (5) | CLASS A COMMON STOCK | 113,500 | $15.39(5) | 2,745,920 | I | BY TRUST(6) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The issuer purchased 2,450,000 Class B Common Stock shares from the reporting person at the price of $15.39 per share. Prices of securities reported in U.S. Dollars on a per share basis, not an aggregate basis. The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range. |
| 2. Held by Balelo Holdings LLC, as to which Mr. Balelo is a Managing Member and maintains voting and dispositive control of these shares. Mr. Balelo disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest. |
| 3. The reporting person surrendered for redemption and conversion 770,000 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 the volume weighed average market price of one share of Class A Common Stock for each Common Unit redeemed. The Common Units have no expiration date. |
| 4. 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. |
| 5. The reporting person surrendered for redemption and conversion 113,500 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 the volume weighed average market price of one share of Class A Common Stock for each Common Unit redeemed. The Common Units have no expiration date. |
| 6. Held by Balelo Family Irrevocable Subtrust, as to which Mr. Balelo does not have the power to direct the sale or disposition of the shares held by the trust, and the trust beneficiaries are Mr. Balelo's immediate family members who do not have the power to direct the sale or disposition of the shares held by the trust. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
| /s/ William Balelo | 01/13/2020 | |
| /s/ William Balelo, Managing Member, Balelo Holdings, LLC | 01/13/2020 | |
| /s/ William Balelo, Trustee, Balelo Family Irrevocable Subtrust | 01/13/2020 | |
| /s/ William Balelo, General Partner, Balelo Family, LP | 01/13/2020 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
