0000899243-17-023701.txt : 20171005 0000899243-17-023701.hdr.sgml : 20171005 20171005184828 ACCESSION NUMBER: 0000899243-17-023701 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171005 FILED AS OF DATE: 20171005 DATE AS OF CHANGE: 20171005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: INTEL CAPITAL CORP CENTRAL INDEX KEY: 0001129302 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38231 FILM NUMBER: 171125500 BUSINESS ADDRESS: STREET 1: THE CORPORATION TRUST COMPANY STREET 2: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 4087658080 MAIL ADDRESS: STREET 1: THE CORPORATION TRUST COMPANY STREET 2: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 FORMER NAME: FORMER CONFORMED NAME: INTEL PACIFIC INC DATE OF NAME CHANGE: 20001204 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Switch, Inc. CENTRAL INDEX KEY: 0001710583 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 821883953 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7135 SOUTH DECATUR BOULEVARD CITY: LAS VEGAS STATE: NV ZIP: 89118 BUSINESS PHONE: (702) 444-4111 MAIL ADDRESS: STREET 1: 7135 SOUTH DECATUR BOULEVARD CITY: LAS VEGAS STATE: NV ZIP: 89118 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2017-10-05 0 0001710583 Switch, Inc. SWCH 0001129302 INTEL CAPITAL CORP C/O INTEL CORPORATION 2200 MISSION COLLEGE BLVD SANTA CLARA CA 95054 0 0 1 0 CLASS B COMMON STOCK 9082665 D COMMON UNITS CLASS A COMMON STOCK 9082665 D Acquired pursuant to a Subscription Agreement with the Issuer in connection with the recapitalization of Switch Ltd., the Issuer's corporate restructuring and IPO. One share of the Issuer's Class B common stock was issued for each Common Unit held by the reporting person. Pursuant to the Amended and Restated Certificate 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. See Footnote 3. Represents common membership interests in Switch, Ltd. ("Common Units"), which 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 a volume weighted average market price of a share of Class A common stock. The Common Units were acquired pursuant to a reclassification (exempt under Section 16b-7) and reorganization of the Issuer in connection with the Issuer's initial public offering ("IPO"). One share of the Issuer's Class B common stock was issued for each Common Unit held by the reporting person. See footnote 1. 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 a volume weighted average market price of a share of Class A common stock. The Common Units have no expiration date. Upon any redemption of Common Units, one share of Class B common stock is automatically forfeited and cancelled for each Common Unit so redeemed. Abhay Gadkari, Authorized Signatory 2017-10-05