Sec Form 13G Filing - Roy Rob 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:

  Rob Roy

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

  (a)  ☐        (b)  ☐

  Not applicable

  SEC Use Only:

  Citizenship or Place of Organization:

  United States

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With:

  Sole Voting Power:

  15,977,045 (1)(2)

  Shared Voting Power:

  0

  Sole Dispositive Power:

  15,977,045 (1)(2)

  Shared Dispositive Power:

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  15,977,045 (1)(2)

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

  ☐

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

  10.0% (3)

  Type of Reporting Person:

  IN

Includes common units of Switch, Ltd. (“Common Units”) and associated shares of Class B 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 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) 76,653 shares of Class A common stock held directly or receivable within 60 days in connection with vesting of rights to receive Class A common stock, (ii) fully vested stock options to acquire 1,048,550 shares of Class A common stock, (iii) 3,750,000 Common Units and associated shares of Class B common stock held directly; and (iv) 11,101,842 Common Units and associated shares of Class B common stock held by a trust of which Mr. Roy is trustee, and over which Mr. Roy has sole voting and dispositive control.

Based upon 143,677,872 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. The total securities currently deemed beneficially owned by Mr. Roy represent approximately 6.6% of the total voting power of the Issuer, based on the reported 143,677,872 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:

(a)

☐

Broker or dealer registered under Section 15 of the Exchange Act;

(b)

☐

Bank as defined in Section 3(a)(6) of the Exchange Act;

(c)

☐

Insurance company as defined in Section 3(a)(19) of the Exchange Act;

(d)

☐

Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)

☐

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

☐

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

☐

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

☐

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

☐

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)

☐

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

(k)

☐

Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:

Not applicable.

Ownership:

(a) Amount beneficially owned:

(b) Percent of class:

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote:

(ii) Shared power to vote or to direct the vote:

(iii) Sole power to dispose or to direct the disposition of:

(iv) Shared power to dispose or to direct the disposition of:

Includes Common Units and associated shares of Class B 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 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) 76,653 shares of Class A common stock held directly or receivable within 60 days in connection with vesting of rights to receive Class A common stock, (ii) fully vested stock options to acquire 1,048,550 shares of Class A common stock, (iii) 3,750,000 Common Units and associated shares of Class B common stock held directly; and (iv) 11,101,842 Common Units and associated shares of Class B common stock held by a trust of which Mr. Roy is trustee, and over which Mr. Roy has sole voting and dispositive control.

Based upon 143,677,872 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. The total securities currently deemed beneficially owned by Mr. Roy represent approximately 6.6% of the total voting power of the Issuer, based on the reported 143,677,872 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: