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^*

Rizvi Traverse Management, LLC

(Last)

(First)

(Middle)

260 EAST BROWN STREET

SUITE 380

(Street)

BIRMINGHAM

48009

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Square, Inc. [ SQ ]

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)
11/24/2015

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

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

	Form filed by One Reporting Person
X	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)
Common Stock	11/24/2015		C		999,998	A	⁽¹⁾	999,998	I	See footnote⁽²⁾
Common Stock	11/24/2015		J⁽³⁾		999,998	D	⁽³⁾	0	I	See footnote⁽²⁾
Common Stock	11/24/2015		J⁽³⁾		902,150	D	⁽³⁾	0	I	See footnote⁽⁴⁾
Common Stock	11/24/2015		J⁽³⁾		628,960	D	⁽³⁾	0	I	See footnote⁽⁵⁾
Class A Common Stock	11/24/2015		P		750,000	A	$9	750,000	I	See footnote⁽⁶⁾
Class A Common Stock	11/24/2015		J⁽⁷⁾		750,000	D	$0	0	I	See footnote⁽⁶⁾

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)
Series E Preferred Stock	⁽¹⁾	11/24/2015		C			485,014	⁽¹⁾	⁽¹⁾	Common Stock	999,998	$0	0	I	See footnote⁽²⁾
Class B Common Stock⁽³⁾⁽⁸⁾	⁽⁸⁾	11/24/2015		J⁽³⁾		999,998		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	999,998	$0	999,998	I	See footnote⁽²⁾
Class B Common Stock⁽³⁾⁽⁸⁾	⁽⁸⁾	11/24/2015		J⁽³⁾		902,150		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	902,150	$0	902,150	I	See footnote⁽⁴⁾
Class B Common Stock⁽³⁾⁽⁸⁾	⁽⁸⁾	11/24/2015		J⁽³⁾		628,960		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	628,960	$0	628,960	I	See footnote⁽⁵⁾

1. Name and Address of Reporting Person^*

Rizvi Traverse Management, LLC

(Last)

(First)

(Middle)

260 EAST BROWN STREET

SUITE 380

(Street)

BIRMINGHAM

48009

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Giampetroni John

(Last)

(First)

(Middle)

260 EAST BROWN STREET

SUITE 380

(Street)

BIRMINGHAM

48009

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

RIZVI SUHAIL

(Last)

(First)

(Middle)

260 EAST BROWN STREET

SUITE 380

(Street)

BIRMINGHAM

48009

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Rizvi Traverse CI GP, LLC

(Last)

(First)

(Middle)

260 EAST BROWN STREET

SUITE 380

(Street)

BIRMINGHAM

48009

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

RT-SQ Secondary, LLC

(Last)

(First)

(Middle)

260 EAST BROWN STREET

SUITE 380

(Street)

BIRMINGHAM

48009

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

RT SQ Co-Invest II LLC

(Last)

(First)

(Middle)

260 EAST BROWN STREET

SUITE 380

(Street)

BIRMINGHAM

48009

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

RT-SQ TS, LLC

(Last)

(First)

(Middle)

260 EAST BROWN STREET

SUITE 380

(Street)

BIRMINGHAM

48009

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

RT SQ Special Opportunities, LLC

(Last)

(First)

(Middle)

260 EAST BROWN STREET

SUITE 380

(Street)

BIRMINGHAM

48009

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The Series E Preferred Stock automatically converted into Common Stock on a 1:2.0618 basis immediately prior to the closing of the Issuer's initial public offering, and had no expiration date.

2. Shares held directly by RT SQ Co-Invest II, LLC. Rizvi Traverse CI GP, LLC (the manager of RT SQ Co-Invest II, LLC), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse CI GP, LLC) have sole voting and investment power over the securities held by RT SQ Co-Invest II, LLC. Such persons and entities disclaim beneficial ownership of shares held by RT SQ Co-Invest II, LLC except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

3. Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

4. Shares held directly by RT SQ Secondary, LLC. Rizvi Traverse CI GP, LLC (the manager of RT SQ Secondary, LLC), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse CI GP, LLC) have sole voting and investment power over the securities held by RT SQ Secondary, LLC. Such persons and entities disclaim beneficial ownership of shares held by RT SQ Secondary, LLC except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

5. Shares held directly by RT-SQ TS, LLC. Rizvi Traverse CI GP, LLC (the manager of RT-SQ TS, LLC), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse CI GP, LLC) have sole voting and shared investment power over the securities held by RT-SQ TS, LLC. Such persons and entities disclaim beneficial ownership of shares held by RT-SQ TS, LLC except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

6. Shares held directly by RT SQ Special Opportunities, LLC. Rizvi Traverse CI GP, LLC (the manager of RT SQ Special Opportunities, LLC), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse CI GP, LLC) have sole voting and investment power over the securities held by RT SQ Special Opportunities, LLC. Such persons and entities disclaim beneficial ownership of shares held by RT SQ Special Opportunities, LLC except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

7. The transaction reported on this line represents a pro rata liquidating distribution, and not a purchase or sale of securities, by RT SQ Special Opportunities, LLC, to its members without consideration.

8. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.

Remarks:

This report is filed as one of three to report related transactions for the following filers: Rizvi Traverse Management, LLC; John Giampetroni; Suhail Rizvi; Rizvi Opportunistic Equity Fund, L.P.; Rizvi Opportunistic Equity Fund (TI), L.P.; Rizvi Opportunistic Equity Fund I-B, L.P.; Rizvi Opportunistic Equity Fund I-B (TI), L.P.; Rizvi Traverse Partners, LLC; Rizvi Traverse Management II, LLC; Rizvi Opportunistic Equity Fund II, L.P.; Rizvi Traverse Partners II, LLC; RT-SQ Management, LLC; RT Spartan IV, LLC; RT SQ Co-Invest, LLC; Rizvi Traverse CI GP, LLC; RT SQ Secondary, LLC; RT SQ Co-Invest II, LLC; RT-SQ TS, LLC; and RT SQ Special Opportunities, LLC.

	Suhail Rizvi, Managing Director, Rizvi Traverse Management, LLC	11/24/2015
	John Giampetroni	11/24/2015
	Suhail Rizvi	11/24/2015
	Suhail Rizvi, Managing Director, Rizvi Traverse CI GP, LLC	11/24/2015
	Suhail Rizvi, Managing Director of Rizvi Traverse CI GP, LLC, the Manager of RT SQ Secondary, LLC	11/24/2015
	Suhail Rizvi, Managing Director of Rizvi Traverse CI GP, LLC, the Manager of RT SQ Co-Invest II, LLC	11/24/2015
	Suhail Rizvi, Managing Director of Rizvi Traverse CI GP, LLC, the Manager of RT-SQ TS, LLC	11/24/2015
	Suhail Rizvi, Managing Director of Rizvi Traverse CI GP, LLC, the Manager of RT SQ Special Opportunities, LLC	11/24/2015
	** Signature of Reporting Person	Date
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