SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
  
 Form 3 Holdings Reported.
X
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
THOMAS PETER M
(Last) (First) (Middle)
2300 WEST SAHARA AVENUE
SUITE 530
(Street)
LAS VEGAS NV 89102
(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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2018
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
CLASS A COMMON STOCK 09/11/2018 P4 10,000 A $10.8782(1) 10,000 D
CLASS A COMMON STOCK 09/17/2018 P4 2,000 A $10.96 12,000 D
CLASS A COMMON STOCK 09/19/2018 S4(2) 2,000 D $11.48 10,000 D
CLASS A COMMON STOCK 09/20/2018 P4 2,000 A $11.21 12,000 D
CLASS A COMMON STOCK 09/21/2018 P4 2,000 A $11.06 14,000 D
CLASS A COMMON STOCK 09/24/2018 P4 2,000 A $10.79 16,000 D
CLASS A COMMON STOCK 10/02/2018 P4 2,000 A $10.46 18,000 D
CLASS A COMMON STOCK 10/04/2018 P4 2,000 A $10.11 20,000 D
CLASS A COMMON STOCK 10/09/2018 P4 2,000 A $9.71 22,000 D
CLASS A COMMON STOCK 11/05/2018 S4(2) 2,000 D $9.98 20,000 D
CLASS A COMMON STOCK 11/08/2018 P4 2,000 A $9.72 22,000 D
CLASS A COMMON STOCK 11/09/2018 P4 2,000 A $9.21 24,000 D
CLASS A COMMON STOCK 11/12/2018 S4(2) 2,000 D $9.48 22,000 D
CLASS A COMMON STOCK 11/13/2018 P4 2,000 A $9.21 24,000 D
CLASS A COMMON STOCK 11/14/2018 P4 4,000 A $8.36(3) 28,000 D
CLASS A COMMON STOCK 11/14/2018 P4 2,500 A $7.49(4) 30,500 D
CLASS A COMMON STOCK 11/15/2018 S4(2) 4,000 D $7.6799(5) 26,500 D
CLASS A COMMON STOCK 11/16/2018 S4(2) 2,000 D $8.38 24,500 D
CLASS A COMMON STOCK 11/20/2018 P4 4,000 A $7.805(6) 28,500 D
CLASS A COMMON STOCK 11/23/2018 S4(2) 2,000 D $7.83 26,500 D
CLASS A COMMON STOCK 11/28/2018 P4 2,000 A $7.56 28,500 D
CLASS A COMMON STOCK 11/28/2018 S4(2) 2,000 D $7.88 26,500 D
CLASS A COMMON STOCK 11/30/2018 P4 2,000 A $7.62 28,500 D
CLASS A COMMON STOCK 12/04/2018 P4 2,000 A $7.21 30,500 D
CLASS A COMMON STOCK 12/14/2018 P4 2,000 A $6.84 32,500 D
CLASS B COMMON STOCK(7) 10,072,000 D
CLASS B COMMON STOCK(7) 3,779,888 I BY LLC(8)
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple trades at prices ranging from $10.82 to $10.96, inclusive. The reporting person undertakes to provide to the Securities and Exchange Commission (the " SEC") staff, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote (1) to this Form 5.
2. The Reporting Person's sale of 20,000 shares of the Issuer's Class A common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934 with the purchase of 20,000 shares of Class A common stock. Pursuant to a Short Swing Agreement dated January 25, 2019 between the Reporting Person and the Issuer, the Issuer has collected the full amount of profits subject to disgorgement in accordance with Section 16 rules.
3. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple trades at prices ranging from $8.11 to $8.61, inclusive. The reporting person undertakes to provide to the SEC staff, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote (2) to this Form 5.
4. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple trades at prices ranging from $7.01 to $7.61, inclusive. The reporting person undertakes to provide to the SEC staff, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote (2) to this Form 5.
5. The price reported in Column 4 is a weighted average price. The shares were sold in two trades pricing at $7.48 and $7.88. The reporting person undertakes to provide to the SEC staff, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price as noted in footnote (4) to this Form 5.
6. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple trades at prices ranging from $7.56 to $8.05, inclusive. The reporting person undertakes to provide to the SEC staff, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote (5) to this Form 5.
7. Pursuant to the Amended and Restated Articles of Incorporation of the Issuer, 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.
8. Held by Thomas & Mack Co., Limited Liability Company, of which Mr. Thomas is a managing member and has sole voting and dispositive control of the shares. Mr. Thomas disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest.
Remarks:
/s/ Peter Thomas 02/13/2019
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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