SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MICHAELS J PATRICK JR

(Last) (First) (Middle)
C/O CEA INVESTORS STE 3300
101 E KENNEDY BLVD

(Street)
TAMPA FL 33602

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Switch & Data Facilities Company, Inc. [ SDXC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/13/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Common Stock 02/13/2007 S 124,283 D $17 508,008 I(1)(2)(4) By: CEA Capital Partners USA CI, L.P.
Common Stock 02/13/2007 S 402,879 D $17 1,646,745 I(1)(3)(4) By: CEA Capital Partners USA, L.P.
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
MICHAELS J PATRICK JR

(Last) (First) (Middle)
C/O CEA INVESTORS STE 3300
101 E KENNEDY BLVD

(Street)
TAMPA FL 33602

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
J. Patrick Michaels, Jr. Family Trust

(Last) (First) (Middle)
101 EAST KENNEDY BLVD.
SUITE 3300

(Street)
TAMPA FL 33602

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Pursuant to the merger (the "Merger") between the Issuer and its 100% parent, Switch & Data Facilities Company, Inc. (the "Predecessor"), certain of the Predecessor's securities were exchanged for shares of the Issuer's common stock (the "Shares") while the remainder of the Predecessor's securities were cancelled. As a result of the Merger, the Predecessor has merged with and into the Issuer and is no longer a reporting person. In addition, simultaneous with the Merger, the Issuer changed its name from "Switch and Data, Inc." to "Switch & Data Facilities Company, Inc." The Merger became effective on February 13, 2007. The Merger was an exempt transaction and resulted in no change in the beneficial ownership of, or pecuniary interest in, the Shares for the Reporting Persons, or any of the Issuer's other stockholders. (Contined at Footnote #4)
2. As a result of the Merger, CEA Capital Partners USA CI, L.P. received 632,291 Shares.
3. As a result of the Merger, CEA Capital Partners USA, L.P. received 2,049,624 Shares.
4. (Continuation of Footnote #1)The shares are indirectly owned by the reporting person. J. Patrick Michaels, Jr. controls the J. Patrick Michaels, Jr. Family Trust, which controls CEA Capital Corp., which is the general partner of CEA Investment Partners, L.P., which is the direct or indirect general partner of the record holders.Mr. Michaels disclaims ownership except to the extent of his pecuniary interest.
Clayton Mynard, as Attorney-in-Fact for J. Patrick Michaels, Jr. 02/14/2007
Clayton Mynard, as Attorney-in-Fact for J. Patrick Michaels, Jr. Family Trust 02/14/2007
** Signature of Reporting Person Date
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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