Statement of Changes in Beneficial Ownership (4)
June 26 2018 - 7:56PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
Gragson Scott Russell
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2. Issuer Name
and
Ticker or Trading Symbol
Switch, Inc.
[
SWCH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
5 PROMONTORY RIDGE DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/18/2018
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(Street)
LAS VEGAS, NV 89135
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
(1)
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5/18/2018
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C
(1)
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1500000
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A
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(1)
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1500000
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I
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By LLC
(3)
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Class B Common Stock
(2)
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5/18/2018
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J
(2)
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1500000
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D
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(2)
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7331538
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I
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By LLC
(3)
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Class A Common Stock
(1)
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6/22/2018
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S
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106785
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D
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$13.0529
(4)
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1393215
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I
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By LLC
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Common Units
(1)
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(1)
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5/18/2018
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C
(1)
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1500000
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(1)
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(1)
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Class A Common Stock
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1500000
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(1)
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7331538
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I
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By LLC
(3)
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Explanation of Responses:
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(1)
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The reporting person surrendered for redemption and conversion 1,500,000 common membership units in Switch, Ltd. ("Common Units") on a one-for-one basis for Issuer's Class A Common Stock. The Common Units are redeemable on a one-for-one basis for shares of Class A Common Stock or, at the election of the Issuer, cash equal to a volume weighted average market price of one share of Class A Common Stock for each Common Unit redeemed. The Common Units have no expiration date.
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(2)
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Upon the redemption and conversion of the Common Units into Class A Common Stock, one share of Issuer's Class B Common Stock held by the reporting person was forfeited and cancelled, without consideration, on a one-for-one basis for each share of Class A Common Stock acquired. The Class B Common Stock only confer voting rights (one vote per share) and do not confer economic rights.
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(3)
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Held by Gragson Data SS, LLC, as to which Mr. Gragson is the manager of the LLC and has voting and dispositive power of the shares, subject to a voting agreement in favor of the pledgee of the shares. Mr. Gragson disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest.
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(4)
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Prices of securities reported in U.S. dollars on a per share basis, not an aggregate basis. Amounts reported exclude brokerage commissions and other costs of execution.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Gragson Scott Russell
5 PROMONTORY RIDGE DRIVE
LAS VEGAS, NV 89135
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X
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Gragson Data SS LLC
5 PROMONTORY RIDGE DRIVE
LAS VEGAS, NV 89135
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X
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Signatures
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/s/ Scott Gragson
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6/26/2018
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**
Signature of Reporting Person
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Date
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/s/ Scott Gragson, Manager of Gragson Data SS, LLC
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6/26/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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