Sec Form 13G Filing - THOMAS PETER M filing for Switch Inc. (SWCH) - 2020-02-13

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 the disclosures provided in a prior cover page.

Name of Reporting Person:

Peter Thomas

Check the Appropriate Box if a Member of Group (See Instructions):

(a)  ☐        (b)  ☐

SEC Use Only:

Citizenship or Place of Organization:

United States

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

Sole Voting Power:

12,930,388 (1)(2)

Shared Voting Power:

0

Sole Dispositive Power:

12,930,388 (1)(2)

Shared Dispositive Power:

0

Aggregate Amount Beneficially Owned by Each Reporting Person:

12,930,388 (1)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares:

☐

Percent of Class Represented By Amount In Row (9):

13.5% (3)

Type of Reporting Person:

IN

Includes common units of Switch, Ltd. (“Common Units”) and associated 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, 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.

Includes (i) 850,500 shares of Class A common stock held directly, (ii) 9,100,000 Common Units and associated Class B common stock held directly, and (iii) 2,979,888 shares of Class A common stock held by the Thomas & Mack Co., Limited Liability Company (“T&MC”), of which Mr. Thomas has sole voting and dispositive control. Mr. Thomas disclaims beneficial interest of the securities owned by T&MC, except to the extent of his pecuniary interest therein.

Based upon 86,796,336 shares of the Issuer’s Class A common stock outstanding as of November 1, 2019, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 12, 2019. The total securities currently deemed beneficially owned by Mr. Thomas represent approximately 5.3% of the total voting power of the Issuer, based on the reported 86,796,336 shares of Class A common stock, 112,145,474 shares of Class B common stock, and 42,944,647 shares of Class C common stock outstanding as of November 1, 2019, and giving effect to the conversion of each share of super-voting Class C common stock into one share of Class B common stock as of November 8, 2019.

(a) Name of Issuer:

Address of Issuer’s Principal Executive Offices:

(a) Name of Person Filing:

Address or Principal Business Office or, if none, Residence:

Citizenship or Place of Organization:

Title of Class of Securities:

CUSIP Number:

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:

Ownership:

(a)

Amount beneficially owned:

(b)

Percent of class:

(c)

Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote:

(ii) Shared power to vote or to direct the vote:

(iii) Sole power to dispose or to direct the disposition of:

(iv) Shared power to dispose or to direct the disposition of:

Includes common units of Switch, Ltd. (“Common Units”) and associated 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, 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.

Includes (i) 850,500 shares of Class A common stock held directly, (ii) 9,100,000 Common Units and associated Class B common stock held directly, and (iii) 2,979,888 shares of Class A common stock held by the Thomas & Mack Co., Limited Liability Company (“T&MC”), of which Mr. Thomas has sole voting and dispositive control. Mr. Thomas disclaims beneficial interest of the securities owned by T&MC, except to the extent of his pecuniary interest therein.

Based upon 86,796,336 shares of the Issuer’s Class A common stock outstanding as of November 1, 2019, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 12, 2019. The total securities currently deemed beneficially owned by Mr. Thomas represent approximately 5.3% of the total voting power of the Issuer, based on the reported 86,796,336 shares of Class A common stock, 112,145,474 shares of Class B common stock, and 42,944,647 shares of Class C common stock outstanding as of November 1, 2019, and giving effect to the conversion of each share of super-voting Class C common stock into one share of Class B common stock as of November 8, 2019.

Ownership of Five Percent or Less of a Class:

Ownership of More Than Five Percent on Behalf of Another Person:

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Identification and Classification of Members of the Group:

Notice of Dissolution of Group:

Certifications:

/s/ Peter Thomas