Statement of Ownership (sc 13g)
March 28 2018 - 3:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. ________)*
Switch,
Inc.
(Name of Issuer)
Class
A common stock, $0.001 par value per share
(Title of Class of Securities)
87105L104
(CUSIP Number)
December
31, 2017
(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 disclosures provided in a prior
cover page.
The information required on 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
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13G
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Page
2
of 5 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Laurie Albrent
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
2,838,963
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6.
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SHARED VOTING POWER
0
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7.
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SOLE DISPOSITIVE POWER
2,838,963
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8.
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SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,838,963
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.321%
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12.
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TYPE OF REPORTING PERSON (see instructions)
IN
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*
Based upon 35,937,500 shares of the Issuer’s Class A common stock outstanding as of November 10, 2017, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 14, 2017 and the Common Units (as defined below) deemed beneficially owned by the Reporting Person.
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CUSIP No.
87105L104
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13G
|
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Page
3
of 5 Pages
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Item 1.
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(a)
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Name of Issuer
Switch, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
7135 South Decatur Boulevard
Las Vegas NV 89118
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Item
2
(a)
.
Name of Person Filing
Reporting Person directly holds 2,838,963 Common Units (“Common
Units”) of Switch, Ltd and associated 2,838,963 shares of Class B common stock of the Issuer. The Common Units are redeemable
on a one-for-one basis for shares of Class A common stock (“Shares”), 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. One share
of the Issuer's Class B common stock was issued for each Common Unit. 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.
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(b)
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Address of the Principal Office or, if none, residence
c/o Switch, Inc. 7135 S. Decatur Boulevard, Las Vegas, NV 89118
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(c)
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Citizenship
See responses to Item 4 on the cover page of each Reporting Person.
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(d)
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Title of Class of Securities
Class A common stock, $0.001 par value per share
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(e)
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CUSIP Number
87105L104
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Item 3. If this statement is filed pursuant to
§§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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¨
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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¨
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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CUSIP No.
87105L104
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13G
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Page
4
of 5 Pages
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Item 4. Ownership.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned: See response in Row 9 of cover page for Reporting Person.
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(b)
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Percent of class: See responses in Row 11 of cover page for Reporting Person.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote See responses in Row 5 of cover page for Reporting Person.
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(ii)
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Shared power to vote or to direct the vote See responses in Row 6 of cover page for Reporting Person.
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(iii)
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Sole power to dispose or to direct the disposition of See responses in Row 7 of cover page for Reporting Person.
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(iv)
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Shared power to dispose or to direct the disposition of See responses in Row 8 of cover page for Reporting Person.
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Instruction
. For computations regarding securities which
represent a right to acquire an underlying security
see
§240.13d-3(d)(1).
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
¨
.
Instruction
. Dissolution of a group requires a response
to this item.
Item 6. Ownership of More than Five Percent on
Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members
of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
CUSIP No.
87105L104
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13G
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Page
5
of 5 Pages
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Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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.
Laurie Albrent
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