Sec Form 3 Filing - ROY STELLA @ Switch, Inc. - 2021-05-19

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
ROY STELLA
2. Issuer Name and Ticker or Trading Symbol
Switch, Inc. [ SWCH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O SKLAR WILLIAMS PLLC, 410 SOUTH RAMPART BLVD., SUITE 350
3. Date of Earliest Transaction (MM/DD/YY)
05/19/2021
(Street)
LAS VEGAS, NV89145
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 171,990 I By revocable grantor trust
Class B Common Stock ( 1 ) 11,802,108 ( 2 ) I By revocable grantor trust
Class A Common Stock 277,500 D
Class B Common Stock ( 1 ) 3,750,000 ( 2 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 17 ( 3 ) 10/05/2027 Class A Common Stock 291,864 D
Employee Stock Option (Right to Buy) $ 6.97 ( 4 ) 12/13/2028 Class A Common Stock 606,242 D
Employee Stock Option (Right to Buy) $ 10.66 ( 5 ) 03/14/2029 Class A Common Stock 305,876 D
Employee Stock Option (Right to Buy) $ 14.95 ( 6 ) 03/02/2030 Class A Common Stock 78,396 D
Common Units ( 1 ) ( 1 ) ( 2 ) ( 1 ) Class A Common Stock 11,802,108 I By revocable grantor trust
Common Units ( 1 ) ( 1 ) ( 2 ) ( 1 ) Class A Common Stock 3,750,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ROY STELLA
C/O SKLAR WILLIAMS PLLC
410 SOUTH RAMPART BLVD., SUITE 350
LAS VEGAS, NV89145
X
Signatures
/s/ Stella Roy 05/20/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents common membership interests of Switch, Ltd., a subsidiary of the Issuer ("Common Units"), and associated shares of the Issuer's Class B common stock. 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 (the "Class A Shares") 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 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.
( 2 )15,177,108 Common Units and associated shares of Class B common stock are currently vested, 187,500 Common Units and associated shares of Class B common stock will vest on July 11, 2021, and 187,500 Common Units and associated shares of Class B common stock will vest on October 11, 2021.
( 3 )Employee stock option granted to Rob Roy on October 5, 2017 with an initial exercise date of October 5, 2017.This option is currently fully exercisable.
( 4 )Employee stock option granted to Rob Roy on December 13, 2018 with an initial exercise date of March 7, 2019. This option is currently exercisable as to 488,304 shares and will become exercisable as to 117,938 shares on March 7, 2022.
( 5 )Employee stock option granted to Rob Roy on March 14, 2019 with an initial exercise date of March 14, 2020. This option is currently exercisable as to 189,985 shares and will become exercisable as to 66,217 and 49,674 shares on March 14 ,2022 and March 14, 2023, respectively.
( 6 )Employee stock option granted to Rob Roy on March 2, 2020 with an initial exercise date of March 2, 2021. This option is currently exercisable as to 78,396 shares and will become exercisable as to 44,030, 29,354 and 22,000 shares on March 2, 2022, March 2, 2023 and March 2, 2024, respectively.

Remarks:
This Form 3 is being filed to report the ownership of securities by the Reporting Person acquired pursuant to that certain Marital Settlement Agreement dated December 31, 2020 between the Reporting Person and Rob Roy, the founder, Chief Executive Officer and Chairman of the Issuer, with respect to the parties' agreed-upon division of equity in the Issuer. The securities listed in Table 1 and Table 2 were transferred to the Reporting Person on May 19, 2021.

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