kelly13g

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CAm53IPFZ/espYk2ePsOds9dCW0PwHmavWLy7Oh4mGkQuj8SApmkXAckgTcF7eyG 0e8CWL1/WCid/KL7vFFQ1A== 0001200876-09-000016.txt : 20090209 0001200876-09-000016.hdr.sgml : 20090209 20090209170901 ACCESSION NUMBER: 0001200876-09-000016 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090209 DATE AS OF CHANGE: 20090209 GROUP MEMBERS: CAPSTREET GP II, L.P. GROUP MEMBERS: CAPSTREET II, LP GROUP MEMBERS: THE CAPSTREET GROUP, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KELLY GEORGE B CENTRAL INDEX KEY: 0001385601 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 813-207-7700 MAIL ADDRESS: STREET 1: 1715 NORTH WESTSHORE BOULEVARD STREET 2: SUITE 650 CITY: TAMPA STATE: FL ZIP: 33607 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Switch & Data Facilities Company, Inc. CENTRAL INDEX KEY: 0001371011 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 593641081 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83517 FILM NUMBER: 09582061 BUSINESS ADDRESS: STREET 1: 1715 NORTH WESTSHORE BOULEVARD STREET 2: SUITE 650 CITY: TAMPA STATE: FL ZIP: 33607 BUSINESS PHONE: 813-207-7700 MAIL ADDRESS: STREET 1: 1715 NORTH WESTSHORE BOULEVARD STREET 2: SUITE 650 CITY: TAMPA STATE: FL ZIP: 33607 FORMER COMPANY: FORMER CONFORMED NAME: Switch & Data, Inc. DATE OF NAME CHANGE: 20060801 SC 13G/A 1 kelly13g.htm KELLY kelly13g

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1) *

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO RULES 13d-1 (b), (c) and (d) AND AMENDMENTS

THERETO FILED PURSUANT TO RULE 13d-2 (b)*

	Switch & Data Facilities Company, Inc.
		(Name of Issuer)

		Common Stock
		(Title of Class of Securities)

871043 10 5

(CUSIP Number)

		December 31, 2008
(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 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 (the "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. 871043105 Page 2 of 8


1		NAMES OF REPORTING PERSONS George Kelly
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) (b)
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER 10,000
		6 SHARED VOTING POWER 6,823,631
		7 SOLE DISPOSITIVE POWER 10,000
		8 SHARED DISPOSITIVE POWER 6,823,631


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,833,631
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 19.8%
12		TYPE OF REPORTING PERSON IN

CUSIP No. 871043105 Page 3 of 8


1		NAMES OF REPORTING PERSONS The CapStreet Group, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) (b)
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION DE


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 6,822,035
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 6,822,035


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,822,035
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 19.7%
12		TYPE OF REPORTING PERSON OO

CUSIP No. 871043105 Page 4 of 8


1		NAMES OF REPORTING PERSONS CapStreet GP, II, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) (b)
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION DE


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 6,821,621
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 6,821,621


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,821,621
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 19.7%
12		TYPE OF REPORTING PERSON PN

CUSIP No. 871043105 Page 5 of 8


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) CapStreet II, LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) (b)
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION DE


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 6,821,621
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 6,821,621


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,821,621
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 19.7%
12		TYPE OF REPORTING PERSON OO


CUSIP No. 871043105 Page 6 of 8
Item 1	(a)	Name of Issuer:

		Switch & Data Facilities Company, Inc.

Item 1	(b)	Address of Issuer's Principal Executive Offices:

		1715 North Westshore Boulevard, Suite 650 Tampa, Florida 33607

Item 2	(a)	Name of Persons Filing:

		(i)	George B. Kelly ("Kelly")

		(ii)	The CapStreet Group, LLC ("CS Group")

		(iii)	CapStreet GP II, L.P. ("CS GP")

		(iv)	CapStreet II, L.P. ("CS II")



Item 2	(b)	Address of Principal Business Office of the Reporting Persons:

		(i) As to Kelly: 1715 North Westshore Boulevard, Suite 650, Tampa, Florida 33607

		(ii) As to CS Group: 600 Travis, Suite 6110, Houston, Texas 77002

		(iii) As to CS GP: 600 Travis, Suite 6110, Houston, Texas 77002

		(iv) As to CS II: 600 Travis, Suite 6110, Houston, Texas 77002



Item 2	(c)	Citizenship		See Item 4 of the cover pages to this Schedule 13G, which are incorporated hereby by reference.


Item 2	(d)	Title of Class of Securities
				Common Stock

Item 2	(e)	CUSIP Number:
				871043 10 5

CUSIP No. 871043105 Page 7 of 8

Item 3.	If this statement is filed pursuant to sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	(a)	[ ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

	(b)	[ ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

	(c)	[ ]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

	(d)	[ ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

	(e)	[ ]	An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E).

	(f)	[ ]	An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).

	(g)	[ ]	A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G).

	(h)	[ ]	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

	(i)	[ ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

	(j)	[ ]	Group, in accordance with section 240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership.


(a)	Amount beneficially owned:	See Item 9 of each of the cover pages to this Schedule 13G, which are incorporated herein by reference.

(b)	Percentage of class:	See Item 11 of each of the cover pages to this Schedule 13G, which are incorporated herein by reference.
	The number of shares reported and the calculation of percentages referenced herein are based on the shares beneficially owned as of December 31, 2008 and based on the Company's Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2008 which indicated that the Company had 34,562,297 total shares of Common Stock issued and outstanding as of October 15, 2008.
(c)	Number of Shares as to which the person has:		See Item 5 through 8 of each of the cover pages to this Schedule 13G, which are incorporated herein by reference.
	(i) Sole power to vote or to direct the vote: __
	(ii) Shared power to direct the vote: __
	(iii) Sole power to direct the disposition vote: __
	(iv) Shared power to direct the disposition: __


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

		If this statement is being filed to report the act 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 [ ].

Item 6.		Ownership of More than Five Percent on Behalf of Another Person.

		The shares reported herein include: (a) 4,814,563 shares held in the name of CS II; 589,409 shares held in the name of CapStreet Parallel II LP; and 1,417,649 shares in the name of CapStreet Co-Investment II-A, are deemed to be owned by each of the reporting persons. (b) 414 shares held in the name of CS Group are deemed to be owned by Kelly. (c) 1,596 shares held by Kelly's spouse, Linda Kelly, which are deemed to be owned by Kelly. (d) 10,000 shares subject to options that are currently exercisable are held by Kelly.

CUSIP No. 871043105 Page 8 of 8


Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

		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.

		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.

SIGNATURES

After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

	CAPSTREET II, L.P.
	By:	CapStreet GP II, L.P., its general partner
By /s/ George Kelly_______			By:	The CapStreet Group, LLC, its general partner
George Kelly
			By:	/s/Katherine L. Kohlmeyer______
				Katherine L. Kohlmeyer,
				Chief Financial Officer

	CAPSTREET GP II, L.P.
	By:	The CapStreet Group, LLC, its general partner

			By: /s/Katherine L. Kohlmeyer______
				Katherine L. Kohlmeyer,
				Chief Financial Officer

	THE CAPSTEET GROUP, LLC

	By:	/s/Katherine L. Kohlmeyer__________
		Katherine L. Kohlmeyer,
		Chief Financial Officer

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