0001209191-17-056253.txt : 20171005
0001209191-17-056253.hdr.sgml : 20171005
20171005213215
ACCESSION NUMBER: 0001209191-17-056253
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20171005
FILED AS OF DATE: 20171005
DATE AS OF CHANGE: 20171005
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Nacht Gabriel
CENTRAL INDEX KEY: 0001718319
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38231
FILM NUMBER: 171125662
BUSINESS ADDRESS:
BUSINESS PHONE: 702 522 4325
MAIL ADDRESS:
STREET 1: 7135 S. DECATUR BLVD
CITY: LAS VEGAS
STATE: NV
ZIP: 89118
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
0001718319
Nacht Gabriel
C/O SWITCH, INC.
7135 SOUTH DECATUR BOULEVARD
LAS VEGAS
NV
89118
0
1
0
0
Chief Financial Officer
CLASS B COMMON STOCK
337353
D
COMMON UNITS
CLASS A COMMON STOCK
337353
D
Acquired pursuant to a Subscription Agreement with the Issuer in connection with the recapitalization of Switch, Ltd., and the Issuer's corporate restructuring and IPO. One share of the Issuer's Class B common stock was issued for each common membership interest in Switch, Ltd. ("Common Unit") held by the reporting person. 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. See Footnote 3.
Represents 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.
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Chase Leavitt, as Attorney-in-Fact for Gabriel Nacht
2017-10-05
EX-24.3_747575
2
poa.txt
POA DOCUMENT
POWER OF ATTORNEY
Gabriel Nacht
With respect to holdings of and transactions in securities issued by Switch,
Inc. (the "Company"), the undersigned hereby constitutes and appoints the
individuals named on Schedule A attached hereto and as may be amended from time
to time, or any of them signing singly, with full power of substitution and
resubstitution, to act as the undersigned's true and lawful attorney-in-fact to:
1. prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the United States Securities and Exchange Commission (the "SEC") a
Form ID, including amendments thereto, and any other documents necessary or
appropriate to obtain and/or regenerate codes and passwords enabling the
undersigned to make electronic filings with the SEC of reports required by
Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or
regulation of the SEC;
2. execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance
with Section 16 of the Securities Exchange Act of 1934, as amended, and the
rules thereunder;
3. do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file such
form with the SEC and any stock exchange or similar authority; and
4. take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the
best interest of, or legally required by, the undersigned, it being understood
that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney in fact may approve in the
discretion of such attorney-in-fact.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution and
resubstitution or revocation, hereby ratifying and confirming all that each such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934, as amended.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 22nd day of August, 2017.
/s/ Gabriel Nacht
Gabriel Nacht
Schedule A
Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and
Resubstitution
1. Erin Thomas Morton
2. Gabriel Nacht
3. Chase Leavitt