SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DT GRAT LM, LLC

(Last)

(First)

(Middle)

1370 JET STREAM DRIVE

SUITE 100

(Street)

HENDERSON

89052

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Switch, Inc. [ SWCH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/06/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	12/06/2022		J⁽¹⁾		9,996,788	D	⁽²⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On December 6, 2022, the issuer completed its business combination with Sunshine Bidco Inc., a Delaware corporation ("Parent"), pursuant to which Sunshine Parent Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Parent ("Parent Merger Sub"), merged with and into the issuer with the issuer remaining as the surviving entity (the "Merger"), and immediately following the Merger, Sunshine Merger Sub, Ltd., a Nevada limited liability company and a direct wholly owned subsidiary of the issuer ("Company Merger Sub"), merged with and into Switch, Ltd., a Nevada limited liability company and a subsidiary of the issuer ("Company Ltd.") (the "LLC Merger" and, together with the Merger, the "Mergers") with Company Ltd. remaining as the surviving entity. The Mergers were effected pursuant to an Agreement and Plan of Merger, dated as of May 11, 2022, by and among the issuer, Parent, Company Ltd., Company Merger Sub, and Parent Merger Sub (the "Merger Agreement").

2. In connection with the Mergers, each share of Class B common stock, par value $0.001 per share, of the issuer owned by the reporting person was cancelled and converted into the right to receive $34.25 per share in cash, without interest, subject to the terms and conditions of the Merger Agreement.

Remarks:

The foregoing description in Footnote (2) is qualified in its entirety by reference to the terms of the Merger Agreement. In the event of any conflict between the description above and the terms set forth in the Merger Agreement, the terms set forth in the Merger Agreement shall control.

	/s/ DT GRAT LM. LLC, by Roger Lautzenhiser POA	12/07/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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SEC Form 4: Dt Grat Lm, Llc disposed of 9,996,788 units of Class B Common Stock, closing all direct ownership in the company