Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 9:42AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
¨ Rule
13d-1(b)
x Rule
13d-1(c)
¨ Rule
13d-1(d)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 87105L104
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13G
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Page 2 of 10
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1
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NAMES OF REPORTING PERSONS
Jeffrey Alan Troesh
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
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5
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SOLE VOTING POWER
7,000,000
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SHARES
BENEFICIALLY
OWNED
BY EACH
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6
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SHARED VOTING POWER
-0-
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REPORTING
PERSON
WITH
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7
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SOLE DISPOSITIVE POWER
7,000,000
|
|
8
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SHARED DISPOSITIVE POWER
-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,000,000
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10
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CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%
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12
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TYPE OF REPORTING PERSON*
IN
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|
|
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CUSIP No. 87105L104
|
13G
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Page 3 of 10
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1
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NAMES OF REPORTING PERSON
FIRST ST LLC (f/k/a FIRST ST SWITCH LLC)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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NUMBER OF
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5
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SOLE VOTING POWER
7,000,000
|
SHARES
BENEFICIALLY
OWNED
BY EACH
|
6
|
SHARED VOTING POWER
-0-
|
REPORTING
PERSON
WITH
|
7
|
SOLE DISPOSITIVE POWER
7,000,000
|
|
8
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SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,000,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%
|
12
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TYPE OF REPORTING PERSON*
OO
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|
|
|
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CUSIP No. 87105L104
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13G
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Page 4 of 10
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Item 1(a).
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Name of Issuer.
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Switch, Inc.
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Item 1(b).
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Address of Issuer's Principal Executive Offices.
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7135 S. Decatur Boulevard
Las Vegas, NV 89118
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|
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Item 2(a).
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Name of Person Filing.
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(i) Jeffrey Alan Troesh
(ii) First St LLC (f/k/a First St Switch LLC)
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Item 2(b).
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Address of Principal Business Office or, if none,
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Residence.
For all filing persons: 1370 Jet Stream Drive
Suite 100
Henderson, Nevada 89052
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Item 2(c).
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Citizenship.
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(i) Jeffrey Alan Troesh is a citizen of the United States of
America.
(ii) First St LLC was organized as a limited liability
company under
the laws of the State of Nevada.
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Item 2(d).
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Title and Class of Securities.
For all filing persons: Class A Common Stock
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Item 2(e).
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CUSIP Number.
87105L104
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Item 3.
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This statement is not filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c).
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CUSIP No. 87105L104
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13G
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Page 5 of 10
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Jeffrey Alan Troesh:
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(a)
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Amount beneficially owned
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7,000,000 (1)
5.9%
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 7,000,000 (1)
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(ii)
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shared power to vote or to direct the vote: -0-
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(iii)
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sole power to dispose or to direct the disposition of: 7,000,000 (1)
|
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(iv)
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shared power to dispose or to direct the disposition
of: -0-
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First St LLC (f/k/a First St Switch LLC):
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(a)
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Amount beneficially owned
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7,000,000
5.9%
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(c)
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Number of shares as to which such person has:
|
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(i)
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sole power to vote or to direct the vote: 7,000,000
|
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(ii)
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shared power to vote or to direct the vote: -0-
|
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(iii)
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sole power to dispose or to direct the disposition of: 7,000,000
|
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(iv)
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shared power to dispose or to direct the disposition
of: -0-
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CUSIP No. 87105L104
|
13G
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Page 6 of 10
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First St LLC, one of the reporting persons, was formerly known
as “First St Switch LLC.”
On November 5, 2020, First St LLC was issued 7,000,000 shares
of Class A Common Stock of Switch, Inc., upon the redemption of 7,000,000 Common Units of Switch, Ltd., a subsidiary of Switch,
Inc., held by First St LLC. In connection with the redemption, 7,000,000 shares of Class B Common Stock of Switch, Inc. (which
had voting rights only), were forfeited by First St LLC and cancelled. No additional consideration was paid by First St LLC for
the shares of Class A Common Stock of Switch, Inc., issued to it.
The percentages were calculated assuming 118,983,644 shares
of Class A Common Stock outstanding (as reported by Switch, Inc., in its Quarterly Report on Form 10-Q filed on November 9, 2020,
as being outstanding as of November 5, 2020).
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(1)
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The number of shares reported by Jeffrey Alan Troesh includes the shares reported by First St LLC based on his acting as manager
of and having sole voting and dispositive control of the Class A Common Stock held by First St LLC.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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|
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If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following. [ ].
Not applicable.
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person.
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Not applicable.
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CUSIP No. 87105L104
|
13G
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Page 7 of 10
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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Item 10.
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Certification.
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By signing below, each of the undersigned reporting persons certifies, to the best of his or its knowledge and belief, that the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 87105L104
|
13G
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Page 8 of 10
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SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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JEFFREY ALAN TROESH
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Date: 02/16/2021
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/s/ Jeffrey Alan Troesh
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Jeffrey Alan Troesh
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FIRST ST LLC
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Date: 02/16/2021
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/s/ Jeffrey Alan Troesh
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Jeffrey Alan Troesh, Manager
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CUSIP No. 87105L104
|
13G
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Page 9 of 10
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EXHIBIT INDEX
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1
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Joint Filing Agreement dated February 16, 2021 by and between Jeffrey Alan Troesh and First St LLC.
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CUSIP No. 87105L104
|
13G
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Page 10 of 10
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EXHIBIT A
Agreement for Joint Filing
of Schedule 13G
The undersigned hereby agree that the Schedule 13G being filed
with the Securities and Exchange Commission to report their beneficial ownership of more than 5% of the Class A Common Stock of
Switch, Inc., a Nevada corporation, shall be, and is, filed on behalf of each of the undersigned.
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JEFFREY ALAN TROESH
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Date: 2/16/2021
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/s/ Jeffrey Alan Troesh
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Jeffrey Alan Troesh
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FIRST ST LLC (f/k/a First St Switch LLC)
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Date: 2/16/2021
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/s/ Jeffrey Alan Troesh
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Jeffrey Alan Troesh, Manager
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