SWCH Switch Inc

* See footnote (2) to Item 5 for calculation of percentage.

* See footnote (2) to Item 5 for calculation of percentage.

* See footnote (2) to Item 5 for calculation of percentage.

* Percentage based on 127,339,012 shares of Class A Common Stock (as defined below) outstanding as of February 4, 2021, as reported in the Form 10-K filed by the Issuer with the U.S. Securities and Exchange Commission on March 1, 2021.

* Percentage based on 127,339,012 shares of Class A Common Stock outstanding as of February 4, 2021, as reported in the Form 10-K filed by the Issuer with the U.S. Securities and Exchange Commission on March 1, 2021.

* Percentage based on 127,339,012 shares of Class A Common Stock outstanding as of February 4, 2021, as reported in the Form 10-K filed by the Issuer with the U.S. Securities and Exchange Commission on March 1, 2021.

* Percentage based on 127,339,012 shares of Class A Common Stock outstanding as of February 4, 2021, as reported in the Form 10-K filed by the Issuer with the U.S. Securities and Exchange Commission on March 1, 2021.

Background of this Filing

Dennis Alan Troesh, DT GRAT LM LLC, DT GRAT CS LLC, The Troesh Family Foundation and Eastern Capital Group LLC filed jointly with the Securities and Exchange Commission (the “SEC”) a Schedule 13G on February 9, 2018, as amended in amendments to Schedule 13G filed with the SEC on February 13, 2019, February 6, 2020, September 30, 2020 and February 16, 2021, reporting beneficial ownership of securities of Switch, Inc., a Delaware corporation (the “Issuer”). Jeffrey Alan Troesh and First St LLC filed jointly with the SEC on September 14, 2020 a Schedule 13G, as amended in an amendment to Schedule 13G filed with the SEC on February 16, 2021 reporting beneficial ownership of securities of the Issuer. This Schedule 13D is being filed jointly by Dennis Alan Troesh, DT GRAT LM LLC, DT GRAT CS LLC, The Troesh Family Foundation, Eastern Capital Group LLC, Jeffrey Alan Troesh and First St LLC as a result of an informal agreement and understanding between Dennis Alan Troesh and Jeffrey Alan Troesh to share investment authority over securities of the Issuer held by First St LLC, which was reached on or about March 3, 2021. Although Jeffrey Alan Troesh has the legal right to exercise all voting and investment power with respect to the shares of Class A Common Stock owned by First St LLC, he has agreed informally to share such investment power with Dennis Alan Troesh with respect to the Class A Common Stock owned by First St LLC, while retaining sole voting power of such shares.

Item 1.   Security and Issuer.

The class of equity security to which this statement on Schedule 13D relates is the Class A Common Stock, $0.001 par value per share (the “Class A Common Stock”), of the Issuer. The address of the principal executive offices of the Issuer is 7135 South Decatur Boulevard, Las Vegas, Nevada 89118. Information given in response to each item of this Schedule 13D shall be deemed incorporated by reference in all other items, as applicable.

Item 2.   Identity and Background.

(a), (b), (c) and (f). This Statement is being filed jointly on behalf of the following persons (collectively, the “Reporting Persons”):

The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached to this Schedule 13D as Exhibit I.

Dennis Alan Troesh is a private investor, entrepreneur and philanthropist. Mr. Troesh’s principal business address is 1370 Jet Stream Drive, Suite 100, Henderson, Nevada 89052.

Dennis Alan Troesh is the sole manager of DT GRAT LM and DT GRAT CS (collectively, the “GRATS”) and, in that capacity, has sole voting and investment power over the Class A Common Stock and Common Units (defined below) held by the GRATS as reported in this Schedule 13D. The GRATS are private investment companies. Their principal business address is 1370 Jet Stream Drive, Suite 100, Henderson, Nevada 89052.

The Foundation is a private foundation that is tax exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. The principal activity of the Foundation is to engage in philanthropic activities. The principal business address of the Foundation is 1370 Jet Stream Drive, Suite 100, Henderson, Nevada 89052. The executive officers and directors of the Foundation are as follows:

The sole owner of Eastern Capital is the Foundation. Dennis Alan Troesh is the sole manager of Eastern Capital and, in such capacity, has sole voting and dispositive control over the Class A Common Stock owned by Eastern Capital. Eastern Capital is a private investment company. Its principal business address is 1370 Jet Stream Drive, Suite 100, Henderson, Nevada 89052.

Jeffrey Alan Troesh is a private investor. Mr. Troesh’s principal business address is 1370 Jet Stream Drive, Suite 100, Henderson, Nevada 89052. Jeffrey Alan Troesh is the son of Dennis Alan Troesh.

Jeffrey Alan Troesh is the sole manager of First St LLC and, in such capacity, has voting and dispositive control over the Class A Common Stock owned by First St LLC. However, as discussed below, effective March 3, 2021, Jeffrey Alan Troesh agreed to share investment authority over the Class A Common Stock owned by First St LLC with Dennis Alan Troesh. First St LLC is a private investment company. The principal business address of First St LLC is 1370 Jet Stream Drive, Suite 100, Henderson, Nevada 89052.

(d) and (e).  During the last five years, none of the Reporting Persons, nor any of the executive officers or directors of the Foundation, has been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.   Source and Amount of Funds or Other Consideration.

Excluding shares that were acquired through exchanges with the Issuer, share splits and similar transactions, all of the securities reported in this Schedule 13D were acquired, directly or indirectly, from funds of one or more members of the Troesh family or entities funded by one or more of them. In some cases, the securities reported in this Schedule 13D were purchased from funds loaned to the reporting person by an affiliated person.

Item 4.   Purpose of Transaction

Each of the Reporting Persons acquired the securities reported to be owned by such Reporting Person in this Schedule 13D for investment purposes. The Reporting Person review their investments in the Issuer on a continuing basis. Any actions a Reporting Person might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Person’s review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; financial planning considerations; the relative attractiveness of alternative business and investment opportunities; and other future developments.

The Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. First St LLC is contemplating the possible disposition of all or a portion of the shares of Class A Common Stock held by it, although no decision on timing or the amount to be sold, if any, has been made.

Other than as described above, none of the Reporting Person currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

Item 5. Interest in Securities of the Issuer.

(a) – (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by the Reporting Person, as well as the number of shares of Class A Common Stock as to which the Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition. The percentage of outstanding shares of Class A Common Stock shown in the table below was calculated based on 127,339,012 shares of Class A Common Stock outstanding as of February 4, 2021, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 1, 2021 (the “Form 10-K”).

To the best knowledge of the Reporting Persons, (i) Jon Troesh, an individual identified in Item 2 who is not a Reporting Person, does not have beneficial ownership of any shares of Class A Common Stock, (ii) Carrie Sarrafian, another individual identified in Item 2 who is not a Reporting Person, does not have beneficial ownership of any shares of Class A Common Stock, other than any beneficial ownership interest she may deemed to share in those shares beneficially owned by her husband, Zareh Sarrafian, as reported by Mr. Sarrafian on a Form 4 filed with the SEC on June 16, 2020, which reported beneficial ownership of 42,950 shares of Class A Common Stock, and (iii) neither of the individuals in (i) or (ii) has engaged in transactions in Class A Common Stock during the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except as set forth herein, including in “Background of this Filing,” there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between such persons and any other person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

SIGNATURES

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.

EXHIBIT I

JOINT FILING AGREEMENT

 In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and any subsequent amendments thereto, and have duly executed this joint filing agreement as of the date set forth below.

Date: March 15, 2021