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*
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)
10/01/2019
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
CLASS B COMMON STOCK 10/01/2019 S 2,450,000 D $15.39(1) 2,863,000 I BY LLC(2)
CLASS A COMMON STOCK(3) 10/01/2019 C(3) 770,000 A (3) 2,698,657 I BY LLC(2)
CLASS B COMMON STOCK(4) 10/01/2019 J(4) 770,000 D (4) 2,093,000 I BY LLC(2)
CLASS A COMMON STOCK(5) 10/01/2019 C(5) 113,750 A (5) 2,616,000 I BY TRUST(6)
CLASS B COMMON STOCK(4) 10/01/2019 J(4) 113,750 D (4) 2,745,920 I BY TRUST(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
COMMON UNITS(3) $15.39(3) 10/01/2019 C(3) 770,000 (3) (3) CLASS A COMMON STOCK 770,000 $15.39(3) 2,093,000 I BY LLC(2)
COMMON UNITS(5) $15.39(5) 10/01/2019 C(5) 113,500 (5) (5) CLASS A COMMON STOCK 113,500 $15.39(5) 2,745,920 I BY TRUST(6)
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)
1. Name and Address of Reporting Person*
BALELO FAMILY IRREVOCABLE SUBTRUST

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

(Street)
LAS VEGAS NV 89135

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BALELO FAMILY L.P.

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

(Street)
LAS VEGAS NV 89135

(City) (State) (Zip)
Explanation of Responses:
1. The issuer purchased 2,450,000 Class B Common Stock shares from the reporting person at the price of $15.39 per share. Prices of securities reported in U.S. Dollars on a per share basis, not an aggregate basis. 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 surrendered for redemption and conversion 770,000 common membership units in Switch, Ltd. ("Common Units") on a one-for-one basis for Issuer's Class A Common Stock. 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 the volume weighed average market price of one share of Class A Common Stock for each Common Unit redeemed. The Common Units have no expiration date.
4. Upon the redemption and conversion of the Common Units into Class A Common Stock, one share of Issuer's Class B Common Stock held by the reporting person was forfeited and cancelled, without consideration, on a one-for-one basis for each share of Class A Common Stock acquired. The Class B Common Stock only confer voting rights (one vote per share) and do not confer economic rights.
5. The reporting person surrendered for redemption and conversion 113,500 common membership units in Switch, Ltd. ("Common Units") on a one-for-one basis for Issuer's Class A Common Stock. 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 the volume weighed average market price of one share of Class A Common Stock for each Common Unit redeemed. The Common Units have no expiration date.
6. 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 his immediate family members. Mr. Balelo disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest.
/s/ William Balelo 10/01/2019
/s/ William Balelo, Managing Member, Balelo Holdings, LLC 10/01/2019
/s/ William Balelo, Trustee, Balelo Family Irrevocable Subtrust 10/01/2019
/s/ William Balelo, General Partner, Baelo Family, LP 10/01/2019
** 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).
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