Sec Form 3 Filing - BORDEN MICHAEL DAVID @ Switch, Inc. - 2017-10-05

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
BORDEN MICHAEL DAVID
2. Issuer Name and Ticker or Trading Symbol
Switch, Inc. [ SWCH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
4136 VILLA RAFAEL DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
10/05/2017
(Street)
LAS VEGAS, NV89141
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 ( 1 ) 4,768,743 ( 1 ) D
CLASS B COMMON STOCK ( 1 ) 6,000,000 ( 1 ) I BY BORDEN LP
CLASS B COMMON STOCK ( 1 ) 825,000 ( 1 ) I BY MICHAEL D. BORDEN'S SPOUSE ( 4 )
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 ( 2 ) ( 3 ) ( 3 ) ( 3 ) CLASS A COMMON STOCK 4,768,743 D
COMMON UNITS ( 2 ) ( 3 ) ( 3 ) ( 3 ) CLASS A COMMON STOCK 6,000,000 I BY BORDEN LP
COMMON UNITS ( 2 ) ( 3 ) ( 3 ) ( 3 ) CLASS A COMMON STOCK 825,000 I BY MICHAEL D. BORDEN'S SPOUSE ( 4 )
STOCK OPTION (RIGHT TO BUY) ( 5 ) $ 17 10/05/2017 10/05/2027 CLASS A COMMON STOCK 117,519 I BY MICHAEL D. BORDEN'S SPOUSE ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BORDEN MICHAEL DAVID
4136 VILLA RAFAEL DRIVE
LAS VEGAS, NV89141
X
BORDEN LP
4136 VILLA RAFAEL DRIVE
LAS VEGAS, NV89141
X
Signatures
/S/ MICHAEL D. BORDEN 10/05/2017
Signature of Reporting Person Date
/S/ MICHAEL D. BORDEN, AS OPERATING MANAGER ON BEHALF OF BORDEN GENERAL PARTNER LLC, THE GENERAL PARTNER OF BORDEN LP, ON BEHALF OF BORDEN LP 10/05/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Acquired pursuant to a Subscription Agreement with the Issuer in connection with the recapitalization of Switch Ltd., the Issuer's corporate restructuring and the Issuer's initial public offering (the "IPO"). One share of the Issuer's Class B common stock was issued for each Common Unit held by the reporting person. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, 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. See Footnote 3.
( 2 )Represents common membership interests in Switch, Ltd. ("Common Units"), which 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 were acquired pursuant to a reclassification (exempt under Section 16b-7) and reorganization of the Issuer in connection with the Issuer's IPO. One share of the Issuer's Class B common stock was issued for each Common Unit held by the reporting person. See Footnote 1.
( 3 )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. Upon any redemption of Common Units, one share of Class B common stock is automatically forfeited and cancelled for each Common Unit so redeemed.
( 4 )This Form 3 shall not be deemed an admission that Michael D. Borden is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any securities held solely by Michael D. Borden's spouse.
( 5 )In connection with the Issuer's IPO, the board of directors of the Issuer approved a grant to Michael D. Borden's spouse, in her capacity as an officer of the Issuer, of a stock option to acquire 117,519 shares of the Issuer's Class A common stock.

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