Sec Form 13G Filing - Troesh Dennis Alan filing for Switch Inc. (SWCH) - 2020-09-30

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.
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CUSIP No.   87105L104     13G  Page 1 of 14

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

SWITCH, INC.

(Name of Issuer)

 

Class A Common Stock

(Title of Class of Securities)

 

87105L104

(CUSIP Number)

 

September 3, 2020

(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)
  x 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 the disclosures provided in a prior cover page.

 

The information required in 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).

 

 

 

 

CUSIP No.  87105L104   13GPage 2 of 14

 

1

NAMES OF REPORTING PERSONS

 

Dennis Alan Troesh

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨

 

(b) ¨

 

3

SEC USE ONLY

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

 

 

 

 

NUMBER OF

5

SOLE VOTING POWER

 

20,585,872

SHARES

BENEFICIALLY

OWNED

BY EACH

6

SHARED VOTING POWER

 

-0-

 

REPORTING
PERSON

WITH

7

SOLE DISPOSITIVE POWER

 

20,585,872

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

-0-

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

20,585,872

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

15.94%

 

12

TYPE OF REPORTING PERSON*

 

IN

 

 

 

CUSIP No.  87105L104   13GPage 3 of 14

 

1

NAMES OF REPORTING PERSONS

 

DT GRAT LM LLC

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨

 

(b) ¨

 

3

SEC USE ONLY

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Nevada

 

 

 

 

NUMBER OF

5

SOLE VOTING POWER

 

10,196,788

SHARES

BENEFICIALLY

OWNED

BY EACH

6

SHARED VOTING POWER

 

-0-

 

REPORTING
PERSON

WITH

7

SOLE DISPOSITIVE POWER

 

10,196,788

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

-0-

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,196,788

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

8.57%

 

12

TYPE OF REPORTING PERSON*

 

OO

 

 

 

CUSIP No.  87105L104   13GPage 4 of 14

 

1

NAMES OF REPORTING PERSONS

 

DT GRAT CS LLC

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨

 

(b) ¨

 

3

SEC USE ONLY

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Nevada

 

 

 

 

NUMBER OF

5

SOLE VOTING POWER

 

10,187,880

SHARES

BENEFICIALLY

OWNED

BY EACH

6

SHARED VOTING POWER

 

-0-

 

REPORTING
PERSON

WITH

7

SOLE DISPOSITIVE POWER

 

10,187,880

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

-0-

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,187,880

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

8.57%

 

12

TYPE OF REPORTING PERSON*

 

OO

 

 

 

CUSIP No.  87105L104   13GPage 5 of 14

 

1

NAMES OF REPORTING PERSONS

 

The Troesh Family Foundation

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨

 

(b) ¨

 

3

SEC USE ONLY

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Nevada

 

 

 

 

NUMBER OF

5

SOLE VOTING POWER

 

201,204

SHARES

BENEFICIALLY

OWNED

BY EACH

6

SHARED VOTING POWER

 

-0-

 

REPORTING
PERSON

WITH

7

SOLE DISPOSITIVE POWER

 

201,204

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

-0-

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

201,204

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.18%

 

12

TYPE OF REPORTING PERSON*

 

CO

 

 

 

CUSIP No.  87105L104   13GPage 6 of 14

 

1

NAMES OF REPORTING PERSONS

 

Eastern Capital Group LLC

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨

 

(b) ¨

 

3

SEC USE ONLY

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Nevada

 

 

 

 

NUMBER OF

5

SOLE VOTING POWER

 

201,204

SHARES

BENEFICIALLY

OWNED

BY EACH

6

SHARED VOTING POWER

 

-0-

 

REPORTING
PERSON

WITH

7

SOLE DISPOSITIVE POWER

 

201,204

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

-0-

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

201,204

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.18%

 

12

TYPE OF REPORTING PERSON*

 

OO

 

 

 

CUSIP No.  87105L104   13GPage 7 of 14

 

 

Item 1(a). Name of Issuer.
   
  Switch, Inc.
   
Item 1(b). Address of Issuer's Principal Executive Offices.
   
 

7135 S. Decatur Boulevard

Las Vegas, NV 89118

   
Item 2(a). Name of Person Filing.
   
 

(i)    Dennis Alan Troesh

(ii)   DT GRAT LM LLC

(iii)  DT GRAT CS LLC

(iv)  The Troesh Family Foundation

(v)   Eastern Capital Group LLC

   
Item 2(b). Address of Principal Business Office or, if none, Residence.

 

  For all filing persons:

1370 Jet Stream Drive

Suite 100

Henderson, Nevada 89052

 

Item 2(c). Citizenship.
   
 

(i)    Dennis Alan Troesh is a citizen of the United States of America.

(ii)   DT GRAT LM LLC was organized as a limited liability company under the laws of the State of Nevada.

(iii)  DT GRAT CS LLC was organized as a limited liability company under the laws of the State of Nevada.

(iv)  The Troesh Family Foundation was organized as a non-profit corporation under the laws of the State of Nevada.

(v)   Eastern Capital Group LLC was organized as a limited liability company under the laws of the State of Nevada.

 

Item 2(d).

Title and Class of Securities.

 

For all filing persons: Class A Common Stock

   
Item 2(e).

CUSIP Number.

 

87105L104

   
Item 3. This statement is not filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c).

 

 

CUSIP No.  87105L104   13GPage 8 of 14

 

 

Item 4. Ownership.

 

Dennis Alan Troesh:

 

  (a) Amount beneficially owned

 

20,585,872 (1)

 

  (b) Percent of class

 

15.94%

 

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

 

  (i) sole power to vote or to direct the vote:20,585,872 (1)

 

  (ii) shared power to vote or to direct the vote: -0-

 

  (iii) sole power to dispose or to direct the disposition of: 20,585,872 (1)

 

  (iv) shared power to dispose or to direct the disposition of: -0-

 

 

DT GRAT LM, LLC:

 

  (a) Amount beneficially owned

 

10,196,788 (2)

 

  (b) Percent of class

 

8.57%

 

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

 

  (i) sole power to vote or to direct the vote: 10,196,788 (2)

 

  (ii) shared power to vote or to direct the vote: -0-

 

  (iii) sole power to dispose or to direct the disposition of: 10,196,788 (2)

 

  (iv) shared power to dispose or to direct the disposition of: -0-

 

 

CUSIP No.  87105L104   13GPage 9 of 14

 

DT GRAT CS, LLC :

 

(a)Amount beneficially owned

 

10,187,880 (3)

 

(b)Percent of class

 

8.57%

 

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

 

(i)sole power to vote or to direct the vote: 10,187,880(3)

 

(ii)shared power to vote or to direct the vote: -0-

 

(iii)sole power to dispose or to direct the disposition of: 10,187,880 (3)

 

(iv)shared power to dispose or to direct the disposition of: -0-

 

The Troesh Family Foundation:

 

(a)Amount beneficially owned

 

201,204 (4)

 

(b)Percent of class

 

0.18%

 

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

 

(i)sole power to vote or to direct the vote: 201,204 (4)

 

(ii)shared power to vote or to direct the vote: -0-

 

(iii)sole power to dispose or to direct the disposition of: 201,204 (4)

 

(iv)shared power to dispose or to direct the disposition of: -0-

 

 

CUSIP No.  87105L104   13GPage 10 of 14

 

Eastern Capital Group LLC:

 

(a)Amount beneficially owned

 

201,204 (5)

 

(b)Percent of class

 

0.18%

 

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

 

(i)sole power to vote or to direct the vote: 201,204 (5)

 

(ii)shared power to vote or to direct the vote: -0-

 

(iii)sole power to dispose or to direct the disposition of: 201,204 (5)

 

(iv)shared power to dispose or to direct the disposition of: -0-

 

The numbers of shares reported by each filing person represent, in whole or in part, as specified below, a right to acquire shares of Class A Common Stock upon redemption or exchange of common membership interests ("Common Units") of Switch, Ltd., a subsidiary of Switch, Inc. Holders of Common Units are entitled to have their Common Units redeemed for Class A Common Stock on a one-for-one basis or, at the election of Switch Inc., cash equal to a volume weighted average market price of a share of Class A Common Stock. Switch Inc. also has the right to elect a direct exchange of Class A Common Stock or the cash payment for the filing person's Common Units. Upon the redemption or exchange of Common Units, an equal number of Class B Common Stock (which have voting rights only) owned by the reporting person will be forfeited and cancelled.

 

The percentages of outstanding Class A Common Stock reported by each filing person assumes that the Common Units held by the filing person were redeemed or exchanged for an equal number of shares of Class A Common Stock. The percentages were calculated assuming 108,934,512 shares of Class A Common Stock outstanding (as reported by Switch, Inc., on its Quarterly Report on Form 10-Q filed on August 10, 2020, as being outstanding as of August 6, 2020), plus the number of shares each filing person may acquire upon the redemption of the Common Units.

 

 

CUSIP No.  87105L104   13GPage 11 of 14

 

 

(1)The number of shares reported by Dennis Alan Troesh includes (a) the shares reported by DT GRAT LM LLC and DT GRAT CS LLC based on his acting as manager of each of the limited liability companies and having sole dispositive control of the Common Units held by the limited liability companies and sole voting and dispositive control of any Class A Common Stock that might be acquired by the limited liability companies upon a redemption of the Common Units; and (b) 201,204 shares of Class A Common Stock that Eastern Capital Group LLC ("Eastern") has the right to acquire upon the redemption of 201,204 Common Units owned by Eastern based on Mr. Troesh's acting as the manager of Eastern and, as such, having sole dispositive control over the Common Units owned by Eastern and sole voting and dispositive control of any Class A Common Stock that might be acquired by Eastern upon a redemption of the Common Units. Mr. Troesh has no pecuniary interest in any Class A Common Stock, Class B Common Stock or Common Units.
   
(2)Consists of 200,000 shares of Class A Common Stock and 9,996,788 Common Units.
   
(3)Consists of 200,000 shares of Class A Common Stock and 9,987,880 Common Units.
   
(4)Consists of 201,204 Common Units. The Troesh Family Foundation (the “Foundation”) is the sole owner of Eastern and, as such, is reporting the same shares reported by Eastern.
   
(5)Consists of 201,204 Common Units. Eastern has given a redemption notice to Switch, Inc. with respect to the 201,204 Common Units. The redemption date is expected to be November 5, 2020. Upon redemption of such Common Units, Eastern will receive a total of 201,204 shares of Class A Common Stock of Switch, Inc. or, at the election of Switch, Inc., a cash payment for the purchase of such 201,204 Common Units.

 

Item 5. Ownership of Five Percent or Less of a Class.
   
 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [ ].

 

Not applicable.

   
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
   
  Not applicable.

 

 

CUSIP No.  87105L104   13GPage 12 of 14

 

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. Certification.
   
  Not applicable.
   

 

 

CUSIP No.  87105L104   13GPage 13 of 14

 

 

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.

      DENNIS ALAN TROESH  
             
             
Date:  9/30/2020   /s/ Dennis Troesh  
      Dennis Alan Troesh  
             
      DT GRAT LM LLC  
             
             
Date:  9/30/2020   By:   /s/ Dennis Troesh  
          Dennis Alan Troesh, Manager  
             
             
      DT GRAT CS LLC  
             
             
Date:  9/30/2020   By:   /s/ Dennis Troesh  
          Dennis Alan Troesh, Manager  
             
      THE TROESH FAMILY FOUNDATION  
             
             
Date:  9/30/2020   By:   /s/ Dennis Troesh  
          Dennis Alan Troesh, President  
             
             
      EASTERN CAPITAL GROUP LLC  
             
             
Date:  9/30/2020   By:   /s/ Dennis Troesh  
          Dennis Alan Troesh, Manager  

 

 

CUSIP No.  87105L104   13GPage 14 of 14

 

EXHIBIT A

 

Agreement for Joint Filing of Schedule 13G

 

The undersigned hereby agree that the Schedule 13G being filed with the Securities and Exchange Commission to report their beneficial ownership of more than 5% of the Class A Common Stock of Switch, Inc., a Nevada corporation, shall be, and is, filed on behalf of each of the undersigned.

 

      DENNIS ALAN TROESH  
             
             
Date:  9/30/2020   /s/ Dennis Troesh  
      Dennis Alan Troesh  
             
      DT GRAT LM LLC  
             
             
Date:  9/30/2020   By:   /s/ Dennis Troesh  
          Dennis Alan Troesh, Manager  
             
             
      DT GRAT CS LLC  
             
             
Date:  9/30/2020   By:   /s/ Dennis Troesh  
          Dennis Alan Troesh, Manager  
             
      THE TROESH FAMILY FOUNDATION  
             
             
Date:  9/30/2020   By:   /s/ Dennis Troesh  
          Dennis Alan Troesh, President  
             
             
      EASTERN CAPITAL GROUP LLC  
             
             
Date:  9/30/2020   By:   /s/ Dennis Troesh  
          Dennis Alan Troesh, Manager