Statement of Ownership (sc 13g)
February 09 2018 - 2:44PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. )*
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No.
87105L104
|
13G
|
Page
2
of 13
|
1
|
NAMES OF REPORTING PERSONS
Dennis Alan Troesh
|
2
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE
OF ORGANIZATION
United States of America
|
NUMBER
OF
|
5
|
SOLE VOTING POWER
36,417,410
|
SHARES
BENEFICIALLY
OWNED
BY
EACH
|
6
|
SHARED VOTING POWER
-0-
|
REPORTING
PERSON
WITH
|
7
|
SOLE DISPOSITIVE POWER
27,585,872
|
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
36,417,410
|
10
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9
50.3%
|
12
|
TYPE OF REPORTING PERSON*
IN
|
|
|
|
|
CUSIP No.
87105L104
|
13G
|
Page
3
of 13
|
1
|
NAMES OF REPORTING PERSONS
DT GRAT LM LLC
|
2
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE
OF ORGANIZATION
Nevada
|
NUMBER
OF
|
5
|
SOLE VOTING POWER
13,696,788
|
SHARES
BENEFICIALLY
OWNED
BY
EACH
|
6
|
SHARED VOTING POWER
-0-
|
REPORTING
PERSON
WITH
|
7
|
SOLE DISPOSITIVE POWER
13,696,788
|
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
13,696,788
|
10
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9
27.6%
|
12
|
TYPE OF REPORTING PERSON*
OO
|
|
|
|
|
CUSIP No.
87105L104
|
13G
|
Page
4
of 13
|
1
|
NAMES OF REPORTING PERSONS
DT GRAT CS LLC
|
2
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE
OF ORGANIZATION
Nevada
|
NUMBER
OF
|
5
|
SOLE VOTING POWER
13,687,880
|
SHARES
BENEFICIALLY
OWNED
BY
EACH
|
6
|
SHARED VOTING POWER
-0-
|
REPORTING
PERSON
WITH
|
7
|
SOLE DISPOSITIVE POWER
13,687,880
|
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
13,687,880
|
10
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9
27.6%
|
12
|
TYPE OF REPORTING PERSON*
OO
|
|
|
|
|
CUSIP No.
87105L104
|
13G
|
Page
5
of 13
|
1
|
NAMES OF REPORTING PERSONS
The Troesh Family Foundation
|
2
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE
OF ORGANIZATION
Nevada
|
NUMBER
OF
|
5
|
SOLE VOTING POWER
9,032,742
|
SHARES
BENEFICIALLY
OWNED
BY
EACH
|
6
|
SHARED VOTING POWER
-0-
|
REPORTING
PERSON
WITH
|
7
|
SOLE DISPOSITIVE POWER
201,204
|
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
9,032,742
|
10
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9
20.1%
|
12
|
TYPE OF REPORTING PERSON*
CO
|
|
|
|
|
CUSIP No.
87105L104
|
13G
|
Page
6
of 13
|
1
|
NAMES OF REPORTING PERSONS
Eastern Capital Group
LLC
|
2
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE
OF ORGANIZATION
Nevada
|
NUMBER
OF
|
5
|
SOLE VOTING POWER
9,032,742
|
SHARES
BENEFICIALLY
OWNED
BY
EACH
|
6
|
SHARED VOTING POWER
-0-
|
REPORTING
PERSON
WITH
|
7
|
SOLE DISPOSITIVE POWER
201,204
|
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
9,032,742
|
10
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9
20.1%
|
12
|
TYPE OF REPORTING PERSON*
OO
|
|
|
|
|
CUSIP No.
87105L104
|
13G
|
Page
7
of 13
|
Item 1(a)
.
|
Name of Issuer.
|
|
|
|
Switch, Inc.
|
|
|
Item 1(b)
.
|
Address of Issuer's Principal Executive Offices.
|
|
|
|
7135 S. Decatur Boulevard
Las Vegas, NV 89118
|
|
|
Item 2(a)
.
|
Name of Person Filing.
|
|
|
|
(i) Dennis Alan Troesh
(ii) DT GRAT LM LLC
(iii) DT GRAT CS LLC
(iv) The Troesh Family Foundation
(v) Eastern Capital Group LLC
|
|
|
Item 2(b)
.
|
Address of Principal Business Office or, if none,
|
|
Residence.
|
|
|
|
|
|
For all filing persons:
|
1370 Jet Stream Drive
Suite 100
Henderson, Nevada 89052
|
|
|
Item 2(c)
.
|
Citizenship.
|
|
|
|
(i) Dennis Alan Troesh is a citizen of the United States of
America.
(ii) DT GRAT LM LLC was organized as a limited liability company
under
the laws of the State of Nevada.
(iii) DT GRAT CS LLC was organized as a limited liability company
under
the laws of the State of Nevada.
(iv) The Troesh Family Foundation
was organized as a non-profit corporation under the laws of the State of Nevada.
(v) Eastern
Capital Group LLC was organized as a limited liability company under the laws of the State of Nevada.
|
Item 2(d)
.
|
Title and Class of Securities.
For all filing persons: Class A Common Stock
|
|
|
Item 2(e)
.
|
CUSIP Number.
87105L104
|
|
|
Item 3
.
|
This statement is not filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c).
|
CUSIP No.
87105L104
|
13G
|
Page
8
of 13
|
Dennis Alan Troesh:
|
(a)
|
Amount beneficially owned
|
36,417,410
50.3%
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote: 36,417,410
|
|
(ii)
|
shared power to vote or to direct the vote: -0-
|
|
(iii)
|
sole power to dispose or to direct the disposition of:
27,585,872
|
|
(iv)
|
shared power to dispose or to direct the disposition
of: -0-
|
DT GRAT LM, LLC:
|
(a)
|
Amount beneficially owned
|
13,696,788
27.6%
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote: 13,696,788
|
|
(ii)
|
shared power to vote or to direct the vote: -0-
|
|
(iii)
|
sole power to dispose or to direct the disposition of:
13,696,788
|
|
(iv)
|
shared power to dispose or to direct the disposition
of: -0-
|
CUSIP No.
87105L104
|
13G
|
Page
9
of 13
|
DT GRAT CS, LLC :
|
(a)
|
Amount beneficially owned
|
13,687,880
27.6%
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote: 13,687,880
|
|
(ii)
|
shared power to vote or to direct the vote: -0-
|
|
(iii)
|
sole power to dispose or to direct the disposition of:
13,687,880
|
|
(iv)
|
shared power to dispose or to direct the disposition
of: -0-
|
The Troesh Family Foundation:
|
(a)
|
Amount beneficially owned
|
9,032,742
20.1%
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote: 9,032,742
|
|
(ii)
|
shared power to vote or to direct the vote: -0-
|
|
(iii)
|
sole power to dispose or to direct the disposition of:
201,204
|
|
(iv)
|
shared power to dispose or to direct the disposition
of: -0-
|
CUSIP No.
87105L104
|
13G
|
Page
10
of 13
|
Eastern Capital Group LLC:
|
(a)
|
Amount beneficially owned
|
9,032,742
20.1%
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote: 9,032,742
|
|
(ii)
|
shared power to vote or to direct the vote: -0-
|
|
(iii)
|
sole power to dispose or to direct the disposition of:
201,204
|
|
(iv)
|
shared power to dispose or to direct the disposition
of: -0-
|
The numbers of shares reported by each filing person represent
a right to acquire shares of Class A Common Stock upon redemption or exchange of common membership interests ("Common Units")
of Switch, Ltd., a subsidiary of Switch, Inc. Holders of Common Units are entitled to have their Common Units redeemed for Class
A Common Stock on a one-for-one basis or, at the election of Switch Inc., cash equal to a volume weighted average market price
of a share of Class A Common Stock. Switch Inc. also has the right to elect a direct exchange Class A Common Stock or the cash
payment for the filing person's Common Units.
The percentages of outstanding Class A Common Stock reported
by each filing person assumes that the Common Units held by the filing person were redeemed or exchanged for an equal number of
shares of Class A Common Stock. The percentages were calculated assuming 35,937,500 shares of Class A Common Stock outstanding
(as reported by Switch, Inc., on its Quarterly Report on Form 10-Q filed on November 14, 2017, as being outstanding as of November
10, 2017), plus the number of shares each filing person may acquire upon the redemption of the Common Units.
The number of shares reported by Dennis Alan Troesh includes
(a) the shares reported by DT GRAT LM LLC and DT GRAT CS LLC based on his acting as manager of each of the limited liability companies
and having sole dispositive control of the Common Units held by the limited liability companies and sole voting and dispositive
control of any Class A Common Stock that might be acquired by the limited liability companies upon a redemption of the Common Units;
(b) 201,204 shares that Eastern Capital Group LLC ("Eastern") has the right to acquire upon the redemption of 201,204
Common Units owned by Eastern based on Mr. Troesh's acting as the manager of Eastern and, as such, having sole dispositive control
over the Common Units owned by Eastern and sole voting and dispositive control of any Class A Common Stock that might be acquired
by Eastern upon a redemption of the Common Units; and (c) 8,831,538 shares that may be acquired by Gragson Data SS LLC ("Gragson")
upon any redemption of an equal number of Common Units owned by Gragson. Pursuant to a pledge agreement and a voting rights agreement
between Gragson and Eastern, Eastern has the right to vote any Class A Common Stock acquired by Gragson upon the redemption of
such 8,831,538 Common Units.
CUSIP No.
87105L104
|
13G
|
Page
11
of 13
|
The Troesh Family Foundation is the sole owner of Eastern and,
as such, is reporting the same shares reported by Eastern.
Item 5
.
|
Ownership of Five Percent or Less of a Class.
|
|
|
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [ ].
|
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|
Item 6
.
|
Ownership of More Than Five Percent on Behalf of Another Person.
|
|
|
|
Not applicable.
|
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|
Item 7
.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
|
|
|
Not applicable.
|
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|
Item 8
.
|
Identification and Classification of Members of the Group.
|
|
|
|
Not applicable.
|
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|
Item 9
.
|
Notice of Dissolution of Group.
|
|
|
|
Not applicable.
|
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|
Item 10
.
|
Certification.
|
|
|
|
Not applicable.
|
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|
CUSIP No.
87105L104
|
13G
|
Page
12
of 13
|
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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DENNIS ALAN TROESH
|
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Date:
|
2/8/18
|
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/s/ Dennis Troesh
|
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DT GRAT LM LLC
|
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Date:
|
2/8/18
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/s/ Dennis Troesh
|
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Dennis Alan Troesh, Manager
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DT GRAT CS LLC
|
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Date:
|
2/8/18
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/s/ Dennis Troesh
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Dennis Alan Troesh, Manager
|
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THE TROESH FAMILY FOUNDATION
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Date:
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2/8/18
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/s/ Dennis Troesh
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Dennis Alan Troesh, President
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EASTERN CAPITAL GROUP LLC
|
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Date:
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2/8/18
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/s/ Dennis Troesh
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Dennis Alan Troesh, Manager
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CUSIP No.
87105L104
|
13G
|
Page
13
of 13
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EXHIBIT A
Agreement for Joint Filing of Schedule
13G
The undersigned hereby agree that the Schedule 13G being filed
with the Securities and Exchange Commission to report their beneficial ownership of more than 5% of the Class A Common Stock of
Switch, Inc., a Nevada corporation, shall be, and is, filed on behalf of each of the undersigned.
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DENNIS ALAN TROESH
|
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Date:
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2/8/18
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/s/ Dennis Troesh
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DT GRAT LM LLC
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Date:
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2/8/18
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/s/ Dennis Troesh
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Dennis Alan Troesh, Manager
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DT GRAT CS LLC
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Date:
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2/8/18
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/s/ Dennis Troesh
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Dennis Alan Troesh, Manager
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THE TROESH FAMILY FOUNDATION
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Date:
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2/8/18
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/s/ Dennis Troesh
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Dennis Alan Troesh, President
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EASTERN CAPITAL GROUP LLC
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Date:
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2/8/18
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/s/ Dennis Troesh
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Dennis Alan Troesh, Manager
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