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
|
13G
|
Page
2
of 8 Pages
|
1.
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
K&D, LLC
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP
(see instructions)
(a)
¨
(b)
x
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
4.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
|
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
5.
|
|
SOLE VOTING POWER
2,676,429
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
7.
|
|
SOLE DISPOSITIVE POWER
2,676,429
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,676,429
|
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
¨
|
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.931%*
|
|
|
12.
|
|
TYPE OF REPORTING PERSON (see instructions)
PN
|
|
|
|
|
|
|
|
CUSIP No. 87105L104
|
13G
|
Page
3
of 8 Pages
|
1.
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David Glover
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP
(see instructions)
(a)
¨
(b)
x
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
4.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
5.
|
|
SOLE VOTING POWER
84,624
|
|
6.
|
|
SHARED VOTING POWER
2,676,429
|
|
7.
|
|
SOLE DISPOSITIVE POWER
84,624
|
|
8.
|
|
SHARED DISPOSITIVE POWER
2,676,429
|
|
|
|
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,761,053
|
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
¨
|
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.135%*
|
|
|
12.
|
|
TYPE OF REPORTING PERSON (see instructions)
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. 87105L104
|
13G
|
Page
4
of 8 Pages
|
1.
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kimberly Glover
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP
(see instructions)
(a)
¨
(b)
x
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
4.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
|
6.
|
|
SHARED VOTING POWER
2,676,429
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
|
SHARED DISPOSITIVE POWER
2,676,429
|
|
|
|
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,676,429
|
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
¨
|
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.931%*
|
|
|
12.
|
|
TYPE OF REPORTING PERSON (see instructions)
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* 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.
CUSIP No. 87105L104
|
13G
|
Page
5
of 8 Pages
|
Item 1.
|
(a)
|
Name of Issuer
Switch, Inc.
|
|
|
|
|
(b)
|
Address of Issuer’s Principal Executive Offices
7135 South Decatur Boulevard
Las Vegas NV 89118
|
Item
2
(a)
.
Name of Person Filing
K&D, LLC (the “LLC”) directly, through a series,
K&D Series 1, LLC), holds 2,676,429 Common Units (“Common Units”) of Switch, Ltd and associated 2,676,429 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.
David Glover and Kimberly Glover, as managers of the LLC, have
voting and dispositive power over the Shares and may be deemed to beneficially own the Shares held by the LLC. However, neither
the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that either Mr. Glover or Ms.
Glover is the beneficial owner of the Shares for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended,
or for any other purpose and each expressly disclaims beneficial ownership of such Shares. The filing of this statement should
not be construed to be an admission that any Reporting Person is a member of a “group” for the purposes of Sections
13(d) or 13(g) of the Act.
All the Reporting Persons disclaim beneficial ownership of the
Shares except to the extent of their pecuniary interest therein.
|
|
|
|
(b)
|
Address of the Principal Office or, if none, residence
c/o Switch, Inc. 7135 S. Decatur Boulevard, Las Vegas, NV 89118
|
|
|
|
|
(c)
|
Citizenship
See responses to Item 4 on the cover page of each Reporting Person.
|
|
|
|
|
(d)
|
Title of Class of Securities
Class A common stock, $0.001 par value per share
|
|
|
|
|
(e)
|
CUSIP Number
87105L104
|
|
|
|
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:
|
(a)
|
¨
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
|
|
|
|
(b)
|
¨
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
(c)
|
¨
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
(d)
|
¨
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
|
|
|
(e)
|
¨
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
|
|
|
|
(f)
|
¨
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
(g)
|
¨
|
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
|
|
|
|
(h)
|
¨
|
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
|
|
|
(i)
|
¨
|
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);
|
|
|
|
|
|
(j)
|
¨
|
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
|
|
|
|
|
CUSIP No. 87105L104
|
13G
|
Page
6
of 8 Pages
|
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.
|
|
|
|
|
|
(a)
|
|
Amount beneficially owned: See responses in Row 9 of cover page for each reporting person.
|
|
|
|
|
|
|
(b)
|
|
Percent of class: See responses in Row 11 of cover page for each reporting person.
|
|
|
|
|
|
|
(c)
|
|
Number of shares as to which the person has:
|
|
|
|
|
|
|
|
|
(i)
|
Sole power to vote or to direct the vote. See responses in Row 5 of cover page for each reporting person.
|
|
|
|
|
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|
|
|
(ii)
|
Shared power to vote or to direct the vote. See responses in Row 6 of cover page for each reporting person.
|
|
|
|
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of. See responses in Row 7 of cover page for each reporting person.
|
|
|
|
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of. See responses in Row 8 of cover page for each reporting person.
|
|
|
|
|
|
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.
Not applicable.
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
|
13G
|
Page
7
of 8 Pages
|
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.
Date: February 12, 2018
|
|
|
|
K&D,
LLC
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
David Glover
|
|
|
|
David Glover,
its Manager
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Kimberly Glover
|
|
|
|
Kimberly
Glover, its Manager
|
|
|
|
|
|
|
|
|
|
|
/s/ David Glover
|
|
|
David
Glover
|
|
|
|
|
|
|
|
|
|
|
/s/
Kimberly
Glover
|
|
|
Kimberly
Glover
|
|
|
CUSIP No. 87105L104
|
13G
|
Page
8
of 8 Pages
|
Exhibit 1
SCHEDULE 13G JOINT FILING AGREEMENT
The undersigned and each other person executing this joint filing
agreement with respect to the securities of Switch, Inc. (this "Agreement") agree as follows:
(i) The undersigned
and each other person executing this Agreement are individually eligible to use the Schedule 13G in accordance with the Securities
Exchange Act of 1934 and the regulations promulgated thereunder is attached and such schedule is filed on behalf of the undersigned
and each other person executing this Agreement; and
(ii) The undersigned
and each other person executing this Agreement are responsible for the timely filing of such Schedule 13G and any amendments thereto,
and for the completeness and accuracy of the information concerning such person contained herein; provided, however, that none
of the undersigned or any other person executing this Agreement is responsible for the completeness or accuracy of the information
statement concerning any other persons making the filing, unless such person knows or has reason to believe that such information
is inaccurate.
This Agreement may be executed, in any number of counterparts,
each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.
DATED: February 12, 2018
K&D, LLC
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ David Glover
|
|
|
|
David Glover, its Manager
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Kimberly Glover
|
|
|
|
Kimberly Glover, its Manager
|
|
|
|
|
|
|
|
|
|
|
/s/ David Glover
|
|
|
David Glover
|
|
|
|
|
|
|
|
|
|
|
/s/ Kimberly Glover
|
|
|
Kimberly Glover
|
|
|