Sec Form 13G Filing - Roy Rob filing for Switch Inc. (SWCH) - 2021-02-16

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:

  43,138,535 (1)(2)

  Shared Voting Power:

  0

  Sole Dispositive Power:

  43,138,535 (1)(2)

  Shared Dispositive Power:

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  43,138,535 (1)(2)

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

  ☐

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

  26.7% (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) 233,334 shares of Class A common stock held directly or receivable within 60 days following December 31, 2020 from vesting of Restricted Stock Units (“RSUs”) for Class A common stock, (ii) fully vested stock options to acquire 1,424,786 shares of Class A common stock held directly, (iii) 7,759,395 Common Units and associated shares of Class B common stock held directly, some of which are subject to forfeiture; (iv) 208,778 shares of Class A common stock held by an affiliated entity over which Mr. Roy and his former spouse have voting and dispositive control; and (v) 33,512,242 Common Units and associated shares of Class B common stock held by an affiliated entity over which Mr. Roy and his former spouse have voting and dispositive control. Does not give effect to the transfer of shares of Class A common stock, unvested RSUs, vested and unvested stock options for Class A common stock, Common Units and associated shares of Class B common stock, including some of which that are subject to forfeiture, pursuant to a qualified domestic relations order dated December 31, 2020 (“DRO”), but which transfer to be as mutually agreed upon by the parties to the DRO. In connection with the transfer to be made pursuant to the DRO, Mr. Roy’s total beneficial ownership is expected to be reduced to approximately 17 million shares, representing beneficial ownership of Class A shares of approximately 12%.

Based upon 118,983,644 shares of the Issuer’s Class A common stock outstanding as of November 5, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2020. The total securities currently deemed beneficially owned by Mr. Roy represent approximately 17.8% of the total voting power of the Issuer, based on the reported 118,983,644 Class A common stock, 121,639,784 shares of Class B common stock and no shares of Class C common stock outstanding as of November 5, 2020. Following the transfer to be made pursuant to the DRO, the securities deemed beneficially owned by Mr. Roy are expected to represent approximately 7% of the total voting power of the Issuer.

(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:

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) 233,334 shares of Class A common stock held directly or receivable within 60 days following December 31, 2020 from vesting of RSUs for Class A common stock, (ii) fully vested stock options to acquire 1,424,786 shares of Class A common stock held directly, (iii) 7,759,395 Common Units and associated shares of Class B common stock held directly, some of which are subject to forfeiture; (iv) 208,778 shares of Class A common stock held by an affiliated entity over which Mr. Roy and his former spouse have voting and dispositive control; and (v) 33,512,242 Common Units and associated shares of Class B common stock held by an affiliated entity over which Mr. Roy and his former spouse have voting and dispositive control. Does not give effect to the transfer of shares of Class A common stock, unvested RSUs, vested and unvested stock options for Class A common stock, Common Units and associated shares of Class B common stock, including some of which that are subject to forfeiture, pursuant to the DRO, but which transfer to be as mutually agreed upon by the parties to the DRO. In connection with the transfer to be made pursuant to the DRO, Mr. Roy’s total beneficial ownership is expected to be reduced to approximately 17 million shares, representing beneficial ownership of Class A shares of approximately 12%.

Based upon 118,983,644 shares of the Issuer’s Class A common stock outstanding as of November 5, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2020. The total securities currently deemed beneficially owned by Mr. Roy represent approximately 17.8% of the total voting power of the Issuer, based on the reported 118,983,644 Class A common stock, 121,639,784 shares of Class B common stock and no shares of Class C common stock outstanding as of November 5, 2020. Following the transfer to be made pursuant to the DRO, the securities deemed beneficially owned by Mr. Roy are expected to represent approximately 7% of the total voting power of the Issuer.

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/ Rob Roy