Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Switch, Inc.
(Name of Issuer)
Class A Common Stock, $0.001 par value per share
(Title of Class of Securities)
87105L104
(CUSIP Number)
Alan C. Sklar, Esq.
Henry Lichtenberger, Esq.
Sklar Williams PLLC
410 South Rampart Boulevard, Suite 410
Las Vegas, Nevada 89145
(702) 360-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☑ Rule 13d-1(c)
☐ Rule 13d-1(d)
* 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 disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 87105L104 |
13G |
Page 2 of 4 Pages |
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1. |
NAMES OF REPORTING PERSONS |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF SHARES |
5. |
SOLE VOTING POWER |
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BENEFICIALLY OWNED BY |
6. |
SHARED VOTING POWER |
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EACH REPORTING |
7. |
SOLE DISPOSITIVE POWER |
| PERSON WITH |
8. |
SHARED DISPOSITIVE POWER |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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12. |
TYPE OF REPORTING PERSON (see instructions) |
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(1) Includes (i) 101,829 outstanding shares of Class A common stock, (ii) 1,048,549 shares of Class A common stock which may be acquired upon the exercise of outstanding Non-Qualified Stock Options within 60 days of December 31, 2021, and (iii) 13,552,107 shares of Class A common stock which may be acquired upon the redemption of outstanding Common Units and associated shares of Class B common stock within 60 days of December 31, 2021, 11,802,108 of which are Common Units and associated shares held in a revocable grantor trust over which the Reporting Person has sole voting and dispositive power. The Common Units represent common membership interests of Switch, Ltd., a subsidiary of the Issuer. The Common Units are redeemable by the holder thereof on a one-for-one basis for shares of the Issuer’s Class A common stock, or, at the election of the Issuer, cash equal to the 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 together with 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. Except as noted herein, all such securities are held directly by the Reporting Person. (2) Based upon 143,677,872 shares of the Issuer’s Class A common stock outstanding as of November 4, 2021, as reported in the Issuer’s Form 10-Q for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 9, 2021. |
Item 1.
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(a) |
Name of Issuer |
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(b) |
Address of Issuer’s Principal Executive Offices Las Vegas, Nevada 89118 |
Item 2.
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(a) |
Name of Person Filing |
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(b) |
Address of the Principal Business Office or, if None, Residence 410 South Rampart Boulevard, Suite 350 Las Vegas, Nevada 89145 Attn: Alan C. Sklar, Esq. and Henry Lichtenberger, Esq. |
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(c) |
Citizenship |
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(d) |
Title of Class of Securities |
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(e) |
CUSIP Number |
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Item 3. 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:
Not applicable, this statement is filed pursuant to 13d-1(c).
Item 4. Ownership.
The information set forth in Items 5 through 11 of the cover page of this Schedule 13G is incorporated herein by reference as if set forth in full herein.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 9, 2022 |
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Date |
| /s/ Stella Roy |
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Signature |