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