Sec Form 4/A Filing - Balelo William Gonsalves @ Switch, Inc. - 2019-10-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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
Balelo William Gonsalves
2. Issuer Name and Ticker or Trading Symbol
Switch, Inc. [ SWCH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Below 10% beneficial owner
(Last) (First) (Middle)
10889 EDEN RIDGE AVE
3. Date of Earliest Transaction (MM/DD/YY)
10/01/2019
(Street)
LAS VEGAS, NV89135
4. If Amendment, Date Original Filed (MM/DD/YY)
10/01/2019
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 B COMMON STOCK 10/01/2019 S 2,450,000 D $ 15.39 ( 1 ) 2,863,000 I BY LLC ( 2 )
CLASS A COMMON STOCK ( 3 ) 10/01/2019 C( 3 ) 770,000 A 2,790,243 I BY LLC ( 2 )
CLASS B COMMON STOCK ( 4 ) 10/01/2019 J( 4 ) 770,000 D 2,093,000 I BY LLC ( 2 )
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
COMMON UNITS ( 3 ) $ 15.39 ( 3 ) 10/01/2019 C( 3 ) 770,000 ( 3 ) ( 3 ) CLASS A COMMON STOCK 770,000 $ 15.39 ( 3 ) 2,093,000 I BY LLC ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Balelo William Gonsalves
10889 EDEN RIDGE AVE
LAS VEGAS, NV89135
Below 10% beneficial owner
Balelo Holdings LLC
10889 EDEN RIDGE AVE
LAS VEGAS, NV89135
Below 10% beneficial owner
Signatures
/s/ William Balelo 01/21/2020
Signature of Reporting Person Date
/s/ William Balelo, Managing Member, Balelo Holdings, LLC 01/21/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The issuer purchased 2,450,000 Class B Common Stock shares from the reporting person at the price of $15.39 per share. Prices of securities reported in U.S. Dollars on a per share basis, not an aggregate basis. The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range.
( 2 )Held by Balelo Holdings LLC, as to which Mr. Balelo is a Managing Member and maintains voting and dispositive control of these shares. Mr. Balelo disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest.
( 3 )The reporting person surrendered for redemption and conversion 770,000 common membership units in Switch, Ltd. ("Common Units") on a one-for-one basis for Issuer's Class A 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 the volume weighed average market price of one share of Class A Common Stock for each Common Unit redeemed. The Common Units have no expiration date.
( 4 )Upon the redemption and conversion of the Common Units into Class A Common Stock, one share of Issuer's Class B Common Stock held by the reporting person was forfeited and cancelled, without consideration, on a one-for-one basis for each share of Class A Common Stock acquired. The Class B Common Stock only confer voting rights (one vote per share) and do not confer economic rights.

Remarks:
On October 3, 2019, the reporting person filed a Form 4 dated October 1, 2019 which erroneously included transactions by the Balelo Family Irrevocable Subtrust (the "Subtrust") with respect to shares and Common Units of Switch, Inc. (the "Company"). On January 13, 2020, the reporting person amended his Form 4 to correct footnote six (6) to indicate that he does not beneficially own the securities held by the Subtrust and to check the exit box because he does not beneficially own, directly or indirectly, more than 10% of the Class A Common Stock of the Company that is registered pursuant to Section 12 of the Securities Act and is therefore not subject to Section 16 of the Exchange Act. The purpose of this amendment is to clarify that, because the reporting person does not beneficially own the securities held by the Subtrust, each line item of the Form 4 reporting transactions and holdings by the Subtrust should not be included in that report (or any other subsequent Form 4 filed by the reporting person after the Form 4 dated October 1, 2019 was filed) and also to reflect that the reporting person was not, at the time of the reported transactions, subject to Section 16 of the Exchange Act.

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).
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