Statement of Changes in Beneficial Ownership (4)
May 04 2022 - 4:49PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Thomas Thomas A |
2. Issuer Name and Ticker or Trading Symbol
Switch, Inc.
[
SWCH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O SWITCH, INC., 7135 SOUTH DECATUR BOULEVARD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/2/2022 |
(Street)
LAS VEGAS, NV 89118
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class B Common Stock | 5/2/2022 | | D | | 500000 | D | (1) | 5357500 | D | |
Class A Common Stock | 5/2/2022 | | M | | 500000 | A | (2) | 3158397 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | (2) | 5/2/2022 | | M (2) | | | 500000 | (2) | (2) | Class A Common Stock | 500000 | $0 | 5357500 | D | |
Explanation of Responses: |
(1) | Represents shares of Class B Common Stock of the Issuer owned by the reporting person that were, pursuant to the Amended and Restated Articles of Incorporation (the "Articles") of the Issuer, forfeited and cancelled for no consideration upon redemption and conversion of an equal number of common membership units (the "Common Units") of Switch, Ltd. (the "LLC"). The Class B Common Stock only confers voting rights (one vote per share) and does not confer economic rights. |
(2) | The reporting person surrendered for redemption and conversion Common Units of the LLC into an equal number of number of shares of the Issuer's Class A Common Stock pursuant to the Articles of the Issuer and the Fifth Amended and Restated Operating Agreement of the LLC. The Common Units have no expiration date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Thomas Thomas A C/O SWITCH, INC. 7135 SOUTH DECATUR BOULEVARD LAS VEGAS, NV 89118 | X |
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Signatures
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/s/ Gabriel Nacht, as Attorney-in-Fact for Thomas A. Thomas | | 5/4/2022 |
**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 control number. |
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