0001209191-17-056259.txt : 20171005 0001209191-17-056259.hdr.sgml : 20171005 20171005215238 ACCESSION NUMBER: 0001209191-17-056259 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171005 FILED AS OF DATE: 20171005 DATE AS OF CHANGE: 20171005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Balelo William Gonsalves CENTRAL INDEX KEY: 0001719015 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38231 FILM NUMBER: 171125675 MAIL ADDRESS: STREET 1: 10889 EDEN RIDGE AVE CITY: LAS VEGAS STATE: NV ZIP: 89135 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Balelo Holdings LLC CENTRAL INDEX KEY: 0001718904 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38231 FILM NUMBER: 171125673 BUSINESS ADDRESS: STREET 1: 10889 EDEN RIDGE AVE CITY: LAS VEGAS STATE: NV ZIP: 89135 BUSINESS PHONE: 702-870-3559 MAIL ADDRESS: STREET 1: 10889 EDEN RIDGE AVE CITY: LAS VEGAS STATE: NV ZIP: 89135 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BALELO FAMILY L.P. CENTRAL INDEX KEY: 0001718910 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38231 FILM NUMBER: 171125674 BUSINESS ADDRESS: STREET 1: 10889 EDEN RIDGE AVE CITY: LAS VEGAS STATE: NV ZIP: 89135 BUSINESS PHONE: 702-870-3559 MAIL ADDRESS: STREET 1: 10889 EDEN RIDGE AVE CITY: LAS VEGAS STATE: NV ZIP: 89135 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BALELO FAMILY IRREVOCABLE SUBTRUST CENTRAL INDEX KEY: 0001718911 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38231 FILM NUMBER: 171125672 BUSINESS ADDRESS: STREET 1: 10889 EDEN RIDGE AVE CITY: LAS VEGAS STATE: NV ZIP: 89135 BUSINESS PHONE: 702-870-3559 MAIL ADDRESS: STREET 1: 10889 EDEN RIDGE AVE CITY: LAS VEGAS STATE: NV ZIP: 89135 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Switch, Inc. CENTRAL INDEX KEY: 0001710583 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 821883953 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7135 SOUTH DECATUR BOULEVARD CITY: LAS VEGAS STATE: NV ZIP: 89118 BUSINESS PHONE: (702) 444-4111 MAIL ADDRESS: STREET 1: 7135 SOUTH DECATUR BOULEVARD CITY: LAS VEGAS STATE: NV ZIP: 89118 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2017-10-05 0 0001710583 Switch, Inc. SWCH 0001719015 Balelo William Gonsalves 10899 EDEN RIDGE AVENUE LAS VEGAS NV 89135 0 0 1 0 0001718910 BALELO FAMILY L.P. 10899 EDEN RIDGE AVENUE LAS VEGAS NV 89135 0 0 1 0 0001718904 Balelo Holdings LLC 10899 EDEN RIDGE AVENUE LAS VEGAS NV 89135 0 0 1 0 0001718911 BALELO FAMILY IRREVOCABLE SUBTRUST 10899 EDEN RIDGE AVENUE LAS VEGAS NV 89135 0 0 1 0 CLASS B COMMON STOCK 327276 I BY PARTNERSHIP CLASS B COMMON STOCK 8613000 I BY LLC CLASS B COMMON STOCK 5560920 I BY TRUST COMMON UNITS CLASS A COMMON STOCK 327276 I BY PARTNERSHIP COMMON UNITS CLASS A COMMON STOCK 8613000 I BY LLC COMMON UNITS CLASS A COMMON STOCK 5560920 I BY TRUST Acquired pursuant to a Subscription Agreement with the Issuer in connection with the recapitalization of Switch, Ltd., and the Issuer's corporate restructuring and initial public offering ("IPO"). One share of the Issuer's Class B common stock was issued for each common membership interest in Switch, Ltd. ("Common Unit") held by the reporting persons. Pursuant to the Amended and Restated Articles 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 6. Held by the Balelo Family Limited Partnership, as to which Mr. Balelo serves as general partner. Mr. Balelo disclaims beneficial ownership of these shares except to the extent of his pecuniary interest. Held by Balelo Holdings LLC, as to which Mr. Balelo is a Managing Member and voting and dispositive control of these shares. Mr. Balelo disclaims beneficial ownership of these shares except to the extent of his pecuniary interest. Held by Balelo Family Irrevocable Subtrust, as to which Mr. Balelo has the power to direct the sale or disposition of the shares held by the trust and the trust beneficiaries are Mr. Balelo and immediate family members. Mr. Balelo disclaims beneficial ownership of these shares except to the extent of his pecuniary interest. Represents 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 persons. See footnote 1. 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. /s/ William Balelo 2017-10-05 /s/ William Balelo, General Partner, Balelo Family Limited Partnership 2017-10-05 /s/ William Balelo, Managing Member, Balelo Holdings LLC 2017-10-05 /s/ William Balelo, Trustee, Balelo Family Revocable Subtrust 2017-10-05