SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
DT GRAT LM, LLC

(Last) (First) (Middle)
1370 JET STREAM DRIVE
SUITE 100

(Street)
HENDERSON NV 89052

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
09/03/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 B Common Stock 09/03/2020 J(1) 3,500,000 D (1) 9,996,788 D(1)
Class A Common Stock 200,000 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Common Units (1) 09/03/2020 J(1) 3,500,000 (1) (1) Class A Common Stock 3,500,000 (1) 9,996,788 D(1)
Explanation of Responses:
1. On September 3, 2020, the Reporting Person transferred to First St Switch LLC, a Nevada limited liability company, 3,500,000 common membership units in Switch, Ltd. ("Common Units"), and a corresponding number of shares of Class B Common Stock of the Issuer ("Class B Shares") (one Common Unit and one Class B Share, together, a "Unit Interest"), in exchange for $16.45 per Unit Interest. The Common Units are convertible (the "Right") into shares of Class A Common Stock of the Issuer ("Class A Shares") on a one-for-one basis or, at the election of the Issuer, cash equal to a volume weighted average market price of the Class A Shares. Upon exercise of the Right, one Class B Share, which confers only voting rights, is forfeited and cancelled, on a one-for-one basis, without consideration, for each Common Unit redeemed. The Common Units are redeemable at any time at the election of the holder thereof and have no expiration date.
/s/ DT GRAT LM. LLC, by Kimberly J. Schaefer POA 09/08/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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