0001719015-20-000003.txt : 20200121 0001719015-20-000003.hdr.sgml : 20200121 20200121121706 ACCESSION NUMBER: 0001719015-20-000003 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191001 FILED AS OF DATE: 20200121 DATE AS OF CHANGE: 20200121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Balelo Holdings LLC CENTRAL INDEX KEY: 0001718904 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38231 FILM NUMBER: 20535757 BUSINESS ADDRESS: STREET 1: 10889 EDEN RIDGE AVE CITY: LAS VEGAS STATE: NV ZIP: 89135 BUSINESS PHONE: 702-870-3559 MAIL ADDRESS: STREET 1: 10889 EDEN RIDGE AVE CITY: LAS VEGAS STATE: NV ZIP: 89135 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Balelo William Gonsalves CENTRAL INDEX KEY: 0001719015 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38231 FILM NUMBER: 20535758 MAIL ADDRESS: STREET 1: 10889 EDEN RIDGE AVE CITY: LAS VEGAS STATE: NV ZIP: 89135 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 4/A 1 primary_doc.xml PRIMARY DOCUMENT X0306 4/A 2019-10-01 2019-10-01 1 0001710583 Switch, Inc. SWCH 0001719015 Balelo William Gonsalves 10889 EDEN RIDGE AVE LAS VEGAS NV 89135 0 0 0 1 Below 10% beneficial owner 0001718904 Balelo Holdings LLC 10889 EDEN RIDGE AVE LAS VEGAS NV 89135 0 0 0 1 Below 10% beneficial owner CLASS B COMMON STOCK 2019-10-01 4 S 0 2450000 15.39 D 2863000 I BY LLC CLASS A COMMON STOCK 2019-10-01 4 C 0 770000 A 2790243 I BY LLC CLASS B COMMON STOCK 2019-10-01 4 J 0 770000 D 2093000 I BY LLC COMMON UNITS 15.39 2019-10-01 4 C 0 770000 15.39 D CLASS A COMMON STOCK 770000 2093000 I BY LLC 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. 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. 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. 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. 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. /s/ William Balelo 2020-01-21 /s/ William Balelo, Managing Member, Balelo Holdings, LLC 2020-01-21