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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Balelo William Gonsalves

(Last) (First) (Middle)
10889 EDEN RIDGE AVE

(Street)
LAS VEGAS NV 89135

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
08/23/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
08/28/2019
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
CLASS A COMMON STOCK 08/23/2019 S 286,991 D $16.3(1) 2,225,009 I BY LLC AND TRUST(2)(3)
CLASS A COMMON STOCK 08/23/2019 S 276,141 D $16.3(1) 1,948,868 I BY LLC AND TRUST(2)(4)
CLASS A COMMON STOCK 08/23/2019 S 20,211 D $16.32(5) 1,928,657 I BY LLC AND IMMEDIATE FAMILY(2)(6)
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*
Balelo William Gonsalves

(Last) (First) (Middle)
10889 EDEN RIDGE AVE

(Street)
LAS VEGAS NV 89135

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Balelo Holdings LLC

(Last) (First) (Middle)
10889 EDEN RIDGE AVE

(Street)
LAS VEGAS NV 89135

(City) (State) (Zip)
Explanation of Responses:
1. Prices of securities reported in U.S. Dollars on a per share basis, not an aggregate basis. Amounts reported exclude brokerage commissions and other costs of execution. This transaction was executed in multiple trades at prices ranging from $16.29 to $16.41. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range.
2. Held by Balelo Holdings LLC, as to which Mr. Balelo is a Managing Member and maintains voting and dispositive control of these shares. Mr. Balelo disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest.
3. The reporting person previously transferred 1,045,444 shares of Issuer's Class A Common Stock to The Gail K. Balelo 2008 Retained Annuity Trust (the "Trust"), 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 his immediate family members, in exchange for a release of an equivalent value of the membership units of Balelo Holdings LLC (the "LLC"), as to which Mr. Balelo is a Managing Member and maintains voting and dispositive control of these shares. The Trust effectuated the transactions of the securities reported as sold. Mr. Balelo and the LLC disclaim beneficial ownership of these shares, except to the extent of their pecuniary interests.
4. The reporting person previously transferred 1,005,919 shares of Issuer's Class A Common Stock to The William G. Balelo 2008 Retained Annuity Trust (the "Trust"), as to which the spouse of 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 his immediate family members, in exchange for a release of an equivalent value of the membership units of Balelo Holdings LLC (the "LLC"), as to which Mr. Balelo is a Managing Member and maintains voting and dispositive control of these shares. The Trust effectuated the transactions of the securities reported as sold. Mr. Balelo and the LLC disclaim beneficial ownership of these shares, except to the extent of their pecuniary interests.
5. Prices of securities reported in U.S. Dollars on a per share basis, not an aggregate basis. Amounts reported exclude brokerage commissions and other costs of execution. This transaction was executed in multiple trades at prices ranging from $16.27 to $16.33. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range.
6. The reporting person previously transferred 73,625 shares of Issuer's Class A Common Stock to John Balelo, the son of Mr. Balelo, in exchange for a release of an equivalent value of the membership units of Balelo Holdings LLC (the "LLC"), as to which Mr. Balelo is a Managing Member and maintains voting and dispositive control of these shares. John Balelo effectuated the transactions of the securities reported as sold. Mr. Balelo and the LLC disclaim beneficial ownership of these shares, except to the extent of their pecuniary interests.
/s/ William Balelo 08/29/2019
/s/ William Balelo, Managing Member, Balelo Holdings, LLC 08/29/2019
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.