FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Nacht Gabriel
2. Issuer Name and Ticker or Trading Symbol

Switch, Inc. [ SWCH ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Financial Officer
(Last)          (First)          (Middle)

C/O SWITCH, INC., 7135 SOUTH DECATUR BOULEVARD
3. Date of Earliest Transaction (MM/DD/YYYY)

3/3/2021
(Street)

LAS VEGAS, NV 89118
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 3/3/2021  A  50251 (1)A$0 253819 D  
Class B Common Stock         337353 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance-Based Restricted Stock Units  (2)3/3/2021  A   37076    3/3/2024 (3)(4)3/3/2024 (3)(4)Class A Common Stock 37076 $0 37076 D  

Explanation of Responses:
(1) Represents restricted stock units ("RSUs") granted on March 3, 2021 that convert, on a one-to-one basis, into shares of Class A Common Stock upon vesting. The RSUs will vest over time with 25% of such RSUs vesting on each of March 3, 2022, 2023, 2024, and 2025.
(2) Each performance-based restricted stock unit ("PRSU") represents a contingent right to receive one share of Class A Common Stock. The indicated number of PRSUs assumes 100% vesting at target. Depending upon actual performance during the Performance Period (as defined below), the actual number of shares issued in settlement of the PRSUs may range from 0% to 200% of the indicated number
(3) All PRSUs will vest depending on the Issuer's total shareholder return ("TSR") over the three-year period from the grant date (the "Performance Period"), relative to the TSR of the companies in the Russell 3000 Index as of the grant date (the "Index Group").
(4) If the Issuer's TSR over the Performance Period is at the 60th percentile when ranked against the Index Group's TSR, 100% of the target number of shares will vest. For every percentile by which the Issuer's TSR ranking within the Index Group exceeds the 60th percentile, shares vesting will increase by 3 and 1/3%, up to a maximum payout of 200% of target if Issuer's TSR ranking is at the 90th percentile. For every percentile by which the Issuer's TSR ranking within the Index Group is below the 60th percentile and above the 50th percentile, shares vesting will decrease by 1/2%, and for every percentile by which the Issuer's TSR ranking within the Index Group is below the 50th percentile, shares vesting will decrease by 3%, with no payout if Issuer's TSR ranking is below the 20th percentile. If Issuer's absolute TSR over the Performance Period is negative, the number of shares vesting will not exceed 100% of target.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Nacht Gabriel
C/O SWITCH, INC.
7135 SOUTH DECATUR BOULEVARD
LAS VEGAS, NV 89118


Chief Financial Officer

Signatures
/s/ Nacht, Gabriel3/5/2021
**Signature of Reporting PersonDate

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