Sec Form 4 Filing - Roy Rob @ Switch, Inc. - 2019-11-15

Insider filing report for Changes in Beneficial Ownership
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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)
11/15/2019
(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 B Common Stock 11/15/2019 D 170,625 ( 1 ) D 35,014,627 I By LLC ( 2 )
Class A Common Stock 640,315 D
Class B Common Stock 7,759,395 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
Common Units ( 3 ) 11/15/2019 J( 3 ) 170,625 ( 3 ) ( 3 ) Class A Common Stock 170,625 $ 15.99 35,014,627 I By LLC ( 2 )
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/ Gabriel Nacht, as Attorney-in-Fact for Rob Roy 11/19/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of Class B Common Stock of Switch, Inc. (the "Issuer") owned by the reporting person that were, pursuant to the Amended and Restated Articles of Incorporation (the "Articles") of the Issuer, forfeited and cancelled for no consideration upon redemption of an equal number of common membership units (the "Common Units") of Switch, Ltd. (the "LLC"). The Class B Common Stock only confers voting rights (one vote per share) and does not confer economic rights.
( 2 )Held by affiliated entity; Mr. Roy and his spouse have voting and dispositive control over, and full pecuniary interests in, these shares.
( 3 )Represents the redemption by the LLC of 170,625 Common Units, pursuant to a Common Unit Repurchase Agreement dated as of November 15, 2019, for cash per Common Unit equal to the closing price of a share of the Issuer's Class A Common Stock on the New York Stock Exchange on the same date. The Common Units have no expiration date.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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