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^*

SC US (TTGP), LTD.

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL, 2800 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(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		13,899,110	A	⁽¹⁾	13,899,110	I	By Sequoia Capital U.S. Venture 2010 Fund, LP⁽²⁾
Common Stock⁽³⁾	11/24/2015		J		13,899,110	D	⁽³⁾	0	I	By Sequoia Capital U.S. Venture 2010 Fund, LP⁽²⁾
Common Stock	11/24/2015		C		1,520,930	A	⁽¹⁾	1,520,930	I	By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP⁽²⁾
Common Stock⁽³⁾	11/24/2015		J		1,520,930	D	⁽³⁾	0	I	By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP⁽²⁾
Common Stock	11/24/2015		C		308,270	A	⁽¹⁾	308,270	I	By Sequoia Capital U.S. Venture 2010 Partners Fund, LP⁽²⁾
Common Stock⁽³⁾	11/24/2015		J		308,270	D	⁽³⁾	0	I	By Sequoia Capital U.S. Venture 2010 Partners Fund, LP⁽²⁾

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 B-2 Preferred Stock⁽¹⁾	⁽¹⁾	11/24/2015		C			13,899,110	⁽¹⁾	⁽¹⁾	Common Stock	13,899,110	$0.00	0	I	By Sequoia Capital U.S. Venture 2010 Fund, LP⁽²⁾
Class B Common Stock⁽³⁾⁽⁴⁾	⁽⁴⁾	11/24/2015		J		13,899,110		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	13,899,110	$0.00	13,899,110	I	By Sequoia Capital U.S. Venture 2010 Fund, LP⁽²⁾
Series B-2 Preferred Stock⁽¹⁾	⁽¹⁾	11/24/2015		C			1,520,930	⁽¹⁾	⁽¹⁾	Common Stock	1,520,930	$0.00	0	I	By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP⁽²⁾
Class B Common Stock⁽³⁾⁽⁴⁾	⁽⁴⁾	11/24/2015		J		1,520,930		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	1,520,930	$0.00	1,520,930	I	By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP⁽²⁾
Series B-2 Preferred Stock⁽¹⁾	⁽¹⁾	11/24/2015		C			308,270	⁽¹⁾	⁽¹⁾	Common Stock	308,270	$0.00	0	I	By Sequoia Capital U.S. Venture 2010 Partners Fund, LP⁽²⁾
Class B Common Stock⁽³⁾⁽⁴⁾	⁽⁴⁾	11/24/2015		J		308,270		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	308,270	$0.00	308,270	I	By Sequoia Capital U.S. Venture 2010 Partners Fund, LP⁽²⁾

1. Name and Address of Reporting Person^*

SC US (TTGP), LTD.

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL, 2800 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(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^*

SEQUOIA CAPITAL U.S. VENTURE 2010 FUND, L.P.

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL, 2800 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(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^*

Sequoia Capital U.S. Venture 2010 Partners Fund, L.P.

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL, 2800 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(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^*

Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P.

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL, 2800 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(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^*

SC U.S. VENTURE 2010 MANAGEMENT, L.P.

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL, 2800 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(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 B-2 Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

2. SC US (TTGP), Ltd. ("SC US TTGP") is the sole general partner of SC U.S. Venture 2010 Management, L.P. ("SC USV 2010 MGMT"), which is the sole general partner of each of Sequoia Capital U.S. Venture 2010 Fund, LP, Sequoia Capital U.S. Venture 2010 Partners Fund, LP and Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP. As a result, SC US TTGP and SC USV 2010 MGMT may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital U.S. Venture 2010 Fund, LP, Sequoia Capital U.S. Venture 2010 Partners Fund, LP and Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its 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. 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:

	/s/ Jason Gao, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd.	11/24/2015
	/s/ Jason Gao, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Venture 2010 Management, L.P., the General Partner of Sequoia Capital U.S. Venture 2010 Fund LP	11/24/2015
	/s/ Jason Gao, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Venture 2010 Management, L.P., the General Partner of Sequoia Capital U.S. Venture 2010 Partners Fund LP	11/24/2015
	/s/ Jason Gao, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Venture 2010 Management, L.P., the General Partner of Sequoia Capital U.S. Venture 2010 Partners Fund (Q) LP	11/24/2015
	/s/ Jason Gao, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Venture 2010 Management, L.P.	11/24/2015
	** Signature of Reporting Person	Date
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