Sec Form 13G Filing - Roy Rob filing for Switch Inc. (SWCH) - 2020-02-14

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:

Rob Roy

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

(a)  ☐        (b)  ☐

Not applicable

SEC Use Only:

Citizenship or Place of Organization:

United States

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

Sole Voting Power:

43,822,386 (1)(2)

Shared Voting Power:

0

Sole Dispositive Power:

43,822,386 (1)(2)

Shared Dispositive Power:

0

Aggregate Amount Beneficially Owned by Each Reporting Person:

43,822,386 (1)(2)

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

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

33.6% (3)

Type of Reporting Person:

IN

Includes common units of Switch, Ltd. (“Common Units”) and associated shares of Class B 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 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) 139,100 shares of Class A common stock held directly, (ii) fully vested stock options to acquire 909,264 shares of Class A common stock, (iii) 7,759,395 Common Units and associated shares of Class B common stock held directly, some of which are subject to forfeiture; and (iv) 204,375 shares of Class A common stock and 34,810,252 Common Units and associated shares of Class B common stock held by an affiliated entity over which Mr. Roy and his spouse have voting and dispositive control. Does not include options or Restricted Stock Units (“RSUs”) that will be unvested as of 60 days after December 31, 2019.

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. Roy represent approximately 18.0% of the total voting power of the Issuer, based on the reported 86,796,336 Class A common stock, 112,145,474 shares of Class B common stock, and 42,944,647 shares of Class C common 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 stock as of November 8, 2019.

CUSIP No. 87105L104

(a) Name of Issuer:

(a) Name of Person Filing:

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:

CUSIP No. 87105L104

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 and associated shares of Class B 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 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) 139,100 shares of Class A common stock held directly, (ii) fully vested stock options to acquire 909,264 shares of Class A common stock, (iii) 7,759,395 Common Units and associated shares of Class B common stock held directly, some of which are subject to forfeiture; and (iv) 204,375 shares of Class A common stock and 34,810,252 Common Units and associated shares of Class B common stock held by an affiliated entity over which Mr. Roy and his spouse have voting and dispositive control. Does not include options or RSUs that will be unvested as of 60 days after December 31, 2019.

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. Roy represent approximately 18.0% of the total voting power of the Issuer, based on the reported 86,796,336 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 stock as of November 8, 2019.

CUSIP No. 87105L104

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:

CUSIP No. 87105L104

/s/ Rob Roy