Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Switch,
Inc.
(Name
of Issuer)
Class A
Common Stock, $0.001 par value per share
(Title
of Class of Securities)
87105L104
(CUSIP
Number)
Alan C.
Sklar, Esq.
Henry
Lichtenberger, Esq.
Sklar
Williams PLLC
410
South Rampart Boulevard, Suite 410
Las
Vegas, Nevada 89145
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
May 19,
2021
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this
Schedule is filed:
☐ Rule
13d-1(b)
✓ Rule
13d-1(c)
☐ Rule
13d-1(d)
* 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 disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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CUSIP
No. 87105L104
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13G
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Page 2
of 3 Pages
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1.
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NAMES
OF REPORTING PERSONSI.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Stella
Roy (1)
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP(see
instructions)
(a) ☐
(b) ☐
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3.
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SEC USE
ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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5.
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SOLE
VOTING POWER
16,761,503
(2)
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6.
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SHARED
VOTING POWER
0
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7.
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SOLE
DISPOSITIVE POWER
16,761,503
(2)
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8.
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SHARED
DISPOSITIVE POWER
0
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,761,503
(2)
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES(see
instructions) ☐
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.4%
(3)
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12.
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TYPE OF
REPORTING PERSON (see instructions)
IN
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(1) The
Schedule 13G is being filed to report the ownership of securities
by the Reporting Person acquired pursuant to that certain Marital
Settlement Agreement dated December 31, 2020 between the Reporting
Person and Rob Roy, the founder, Chief Executive Officer and
Chairman of the Issuer, with respect to the parties’
agreed-upon division of equity in the Issuer.
(2)
Includes (i) 347,080 outstanding shares of Class A common stock,
171,990 of which shares are held in a revocable grantor trust over
which the Reporting Person has sole voting and dispositive power,
(ii) 1,048,549 shares of
Class A common stock which may be acquired
upon the exercise of outstanding Non-Qualified Stock Options within
60 days of May 19, 2021, (iii) 15,364,608 shares of Class A common
stock which may be acquired upon the redemption of Common Units and
associated shares of Class B common stock within 60 days of May 19,
2021, 11,802,108 of which Common Units and associated shares are
held in a revocable grantor trust over which the Reporting Person
has sole voting and dispositive power; and (iv) 1,266 shares of
Class A common stock which may be acquired upon the vesting of
outstanding Restricted Stock Units within 60 days of May 19, 2021.
The Common Units represent common membership interests of Switch,
Ltd., a subsidiary of the Issuer. The Common Units are redeemable
by the holder thereof on a one-for-one basis for shares of the
Issuer’s Class A common stock, or, at the election of the
Issuer, cash equal to the 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 together with 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. Except as noted herein, all such securities are held
directly by the Reporting Person.
(3)
Based upon 130,927,378 shares of the Issuer’s Class A common
stock outstanding as of May 6, 2021, as reported in the
Issuer’s Form 10-Q for the quarter ended March 31, 2021,
filed with the Securities and Exchange Commission on May 10,
2021.
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Item 1.
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(a)
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Name of
Issuer
Switch,
Inc.
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(b)
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Address
of Issuer’s Principal Executive Offices
7135
South Decatur Boulevard
Las
Vegas, Nevada 89118
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Item 2.
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(a)
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Name of
Person Filing
Stella
Roy
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(b)
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Address
of the Principal Office or, if none, residence
c/o
Sklar Williams PLLC
410
South Rampart Boulevard, Suite 350
Las
Vegas, Nevada 89147
Attn:
Alan C. Sklar, Esq.
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(c)
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Citizenship
USA
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(d)
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Title
of Class of Securities
Class A
common stock, $0.001 par value per share
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(e)
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CUSIP
Number
87105L104
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Item 3. 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:
Not
applicable, this statement is filed pursuant to
13d-1(c).
Item 4. Ownership.
The
information set forth in Items 5 through 11 of the cover page of
this Schedule 13G is incorporated herein by reference as if set
forth in full herein.
Item 5. Ownership of Five Percent or Less of a
Class.
Not
applicable.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not
applicable.
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company.
Not
applicable.
Item 8. Identification and Classification of Members of
the Group.
Not
applicable.
Item 9. Notice of Dissolution of Group.
Not
applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under
§240.14a-11.
Signature.
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
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May 20,
2021
Date
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/s/
Stella Roy
Signature
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