Sec Form 4 Filing - Roy Rob @ Switch, Inc. - 2017-12-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Roy Rob 2. Issuer Name and Ticker or Trading Symbol Switch, Inc. [ SWCH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O SWITCH, INC., 7135 SOUTH DECATUR BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 12/27/2017 (Street) LAS VEGAS, NV89118 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price CLASS A COMMON STOCK 12/27/2017 A 50,638 A $ 0 50,638 ( 1 ) ( 2 ) D CLASS C COMMON STOCK 35,185,252 I BY LLC ( 3 ) CLASS C COMMON STOCK 7,759,395 ( 4 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Roy Rob C/O SWITCH, INC. 7135 SOUTH DECATUR BOULEVARD LAS VEGAS, NV89118 X X Chief Executive Officer Signatures /s/ Chase Leavitt, as Attorney-in-Fact for Rob Roy 12/28/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The restricted stock units (the "RSUs") were granted in satisfaction of the Issuer's obligations set forth in the agreement for Mr. Roy's award (the "CEO Award") entered prior to the Issuer's initial public offering ("IPO"). Under the terms of the CEO Award, Mr. Roy previously received the 7,500,000 Common Units (and associated Class C common stock) described below in Footnote 4. In accordance with the terms of the CEO Award, the 7,500,000 Common Units (and associated Class C common stock) and the RSUs represent 3.0% of the outstanding shares of the Issuer's common stock, based on the shares outstanding after the underwriters' exercise of their overallotment option for the IPO. (Continued in Footnote 2) ( 2 )(Continued from Footnote 1) The RSUs are subject to the same vesting schedule as the CEO Award, such that 20,255 RSUs were vested on the grant date; 2.5% of the RSUs will vest on each of the first eight quarterly anniversaries of the closing of the IPO (October 11, 2017); and 5% of the RSUs will vest on each quarterly anniversary thereafter, subject to continued service and acceleration upon certain events. ( 3 )Held by affiliated entity; Mr. Roy and his spouse have voting and dispositive control over, and full pecuniary interests in, these shares. ( 4 )7,500,000 of the Common Units (and associated Class C common stock) are subject to vesting over four years as follows: 3,000,000 units vested on October 11, 2017 at the closing of the IPO; 187,500 Common Units will vest on each of the first eight quarterly anniversaries of the closing of the IPO; and 375,000 will vest on each quarterly anniversary thereafter, subject to continued service and acceleration upon certain events.

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).

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