Sec Form 13G Filing - Thomas Steven Clark filing for Switch Inc. (SWCH) - 2022-02-14

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

Name of Reporting Person:

Steven C. Thomas

Check the Appropriate Box if a Member of Group (See Instructions):

(a)  ☐        (b)  ☐

SEC Use Only:

Citizenship or Place of Organization:

United States

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

Sole Voting Power:

8,602,794 (1)(2)

Shared Voting Power:

0

Sole Dispositive Power:

8,602,794 (1)(2)

Shared Dispositive Power:

0

Aggregate Amount Beneficially Owned by Each Reporting Person:

8,602,794 (1)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares:  

☐    

Percent of Class Represented By Amount In Row (9):

5.8% (3)

Type of Reporting Person:

IN    

Includes common units of Switch, Ltd. (“Common Units”) and associated Class B common stock of the Issuer. 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. One share of the Issuer’s Class B common stock was issued for each Common Unit. 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.

Includes (i) 2,058,461 shares of Class A common stock held directly, (ii) 1,035,000 Common Units and associated Class B common stock held directly, (iii) 2,904,888 shares of Class A common stock owned by Thomas & Mack Co. Limited Liability Company (“T&MC”) over which Mr. Thomas has sole voting and dispositive control, and (iv) 174,445 shares of Class A common stock and 2,430,000 Common Units and associated Class B common stock of the Issuer held by the 2008 Exempt Trust UAD 4-3-08 (the “2008 Trust”), over which Mr. Thomas has sole voting and dispositive control. Mr. Thomas disclaims beneficial interest in shares owned by T&MC or held by the 2008 Trust, except in each case to the extent of his pecuniary interest therein.

Based upon 143,667,872 shares of the Issuer’s Class A common stock outstanding as of November 4, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021 and the Common Units deemed beneficially owned by the Reporting Person. The total securities currently deemed beneficially owned by Mr. Thomas represent approximately 3.6% of the total voting power of the Issuer, based on the reported 143,667,872 Class A common stock, 98,330,748 shares of Class B common stock, and no shares of Class C common stock outstanding as of November 4, 2021.

(a) Name of Issuer:

(a) Name of Person Filing:

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Ownership:

(a)

(b)

(c)

Includes common units of Switch, Ltd. (“Common Units”) and associated Class B common stock of the Issuer. 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. One share of the Issuer’s Class B common stock was issued for each Common Unit. 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.

Includes (i) 2,058,461 shares of Class A common stock held directly, (ii) 1,035,000 Common Units and associated Class B common stock held directly, (iii) 2,904,888 shares of Class A common stock owned by T&MC over which Mr. Thomas has sole voting and dispositive control, and (iv) 174,445 shares of Class A common stock and 2,430,000 Common Units and associated Class B common stock of the Issuer held by the 2008 Trust, over which Mr. Thomas has sole voting and dispositive control. Mr. Thomas disclaims beneficial interest in shares owned by T&MC or held by the 2008 Trust, except in each case to the extent of his pecuniary interest therein.

Based upon 143,667,872 shares of the Issuer’s Class A common stock outstanding as of November 4, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021 and the Common Units deemed beneficially owned by the Reporting Person. The total securities currently deemed beneficially owned by Mr. Thomas represent approximately 3.6% of the total voting power of the Issuer, based on the reported 143,667,872 Class A common stock, 98,330,748 shares of Class B common stock, and no shares of Class C common stock outstanding as of November 4, 2021.

Ownership of Five Percent or Less of a Class:

Ownership of More Than Five Percent on Behalf of Another Person:

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Identification and Classification of Members of the Group:

Notice of Dissolution of Group:

Certifications: