Amended Statement of Changes in Beneficial Ownership (4/a)

Date : 12/02/2019 @ 11:33PM
Source : Edgar (US Regulatory)
Stock : Switch Inc (SWCH)
Quote : 14.74  0.0 (0.00%) @ 11:59AM
Switch share price Chart

Amended Statement of Changes in Beneficial Ownership (4/a)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

THOMAS PETER M
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)
(Last)          (First)          (Middle)

2300 WEST SAHARA AVENUE, SUITE 530
3. Date of Earliest Transaction (MM/DD/YYYY)

11/15/2019
(Street)

LAS VEGAS, NV 89102
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

11/21/2019 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 11/20/2019  S  50000 D$16.18 900500 D  
Class B Common Stock 11/15/2019  D  800000 (1)D (1)2600000 I By LLC (2)
Class B Common Stock 11/15/2019  D  2600000 (3)D (3)0 I By LLC (2)
Class A Common Stock 11/15/2019  C  2600000 (4)A (4)2979888 I By LLC (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Common Units  (5)11/15/2019  J (5)    800000   (5) (5)Class A Common Stock 800000 $15.99 2600000 I By LLC (2)
Common Units  (4)11/15/2019  C (4)    2600000   (4) (4)Class A Common Stock 2600000 $0.00 0 I By LLC (2)

Explanation of Responses:
(1) Represents shares of Class B Common Stock of Switch, Inc. (the "Issuer") indirectly owned by the reporting person that were, pursuant to the Amended and Restated Articles of Incorporation (the "Articles") of the Issuer, forfeited and cancelled for no consideration upon redemption of an equal number of common membership units (the "Common Units") of Switch, Ltd. (the "LLC"). The Class B Common Stock only confers voting rights (one vote per share) and does not confer economic rights.
(2) Held by Thomas & Mack Co., Limited Liability Company, of which Mr. Thomas is a managing member and has sole voting and dispositive control of the shares. Mr. Thomas disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest.
(3) Represents shares of Class B Common Stock of the Issuer indirectly owned by the reporting person that were, pursuant to the Articles of the Issuer, forfeited and cancelled for no consideration upon redemption and conversion of an equal number of the Common Units of the LLC. The Class B Common Stock only confers voting rights (one vote per share) and does not confer economic rights.
(4) The reporting person surrendered for redemption and conversion Common Units of the LLC into an equal number of number of shares of the Issuer's Class A Common Stock pursuant to the Articles of the Issuer and the Fifth Amended and Restated Operating Agreement of the LLC. The Common Units have no expiration date.
(5) Represents the redemption by the LLC of 800,000 Common Units, pursuant to a Common Unit Repurchase Agreement dated as of November 15, 2019, for cash per Common Unit equal to the closing price of a share of the Issuer's Class A Common Stock on the New York Stock Exchange on the same date. The Common Units have no expiration date.

Remarks:
On November 21, 2019, the reporting person filed a Form 4 which inadvertently included a footnote thereto stating that his sale of shares of Class A Common Stock of the Issuer was matchable under Section 16(b) of the Securities Exchange Act of 1934 with the purchase of shares of Class A Common Stock, and that pursuant to a Short Swing Agreement between the reporting person and the Issuer, the Issuer has collected the full amount of profits subject to disgorgement in accordance with Section 16 rules. In fact, the reporting person's sale of 50,000 shares as reported in this amendment were not matchable under Section 16(b) and, accordingly, no profits relating to such transactions were disgorged to the Issuer or subject to disgorgement in accordance with Section 16 rules. The original Form 4 also inadvertently excluded the corresponding information about such transactions from Table II thereof.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
THOMAS PETER M
2300 WEST SAHARA AVENUE
SUITE 530
LAS VEGAS, NV 89102

X


Signatures
/s/ Peter M. Thomas11/25/2019
**Signature of Reporting PersonDate

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