0000899243-15-008457.txt : 20151118 0000899243-15-008457.hdr.sgml : 20151118 20151118205236 ACCESSION NUMBER: 0000899243-15-008457 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151118 FILED AS OF DATE: 20151118 DATE AS OF CHANGE: 20151118 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Square, Inc. CENTRAL INDEX KEY: 0001512673 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 800429876 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 901 MISSION STREET STREET 2: SUITE 104 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: 415-375-3176 MAIL ADDRESS: STREET 1: 901 MISSION STREET STREET 2: SUITE 104 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KHOSLA VINOD CENTRAL INDEX KEY: 0001032453 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37622 FILM NUMBER: 151242122 MAIL ADDRESS: STREET 1: 1760 THE ALAMEDA #300 CITY: SAN JOSE STATE: CA ZIP: 95126 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VK Services, LLC CENTRAL INDEX KEY: 0001501927 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37622 FILM NUMBER: 151242123 BUSINESS ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BUILDING 3, SUITE 190 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 376-8510 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BUILDING 3, SUITE 190 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Khosla Ventures Associates III, LLC CENTRAL INDEX KEY: 0001501934 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37622 FILM NUMBER: 151242124 BUSINESS ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BUILDING 3, SUITE 190 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 376-8510 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BUILDING 3, SUITE 190 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Khosla Ventures III, L.P. CENTRAL INDEX KEY: 0001471809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37622 FILM NUMBER: 151242125 BUSINESS ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BUILDING 3, SUITE 170 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 376-8510 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BUILDING 3, SUITE 170 CITY: MENLO PARK STATE: CA ZIP: 94025 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2015-11-18 0 0001512673 Square, Inc. SQ 0001471809 Khosla Ventures III, L.P. 2128 SAND HILL ROAD MENLO PARK CA 94025 0 0 1 0 0001501934 Khosla Ventures Associates III, LLC 2128 SAND HILL ROAD MENLO PARK CA 94025 0 0 1 0 0001501927 VK Services, LLC 2128 SAND HILL ROAD MENLO PARK CA 94025 0 0 1 0 0001032453 KHOSLA VINOD 2128 SAND HILL ROAD MENLO PARK CA 94025 0 0 1 0 Series A Preferred Stock Common Stock 41614640 I See footnote Series B-2 Preferred Stock Common Stock 6321120 I See footnote Series C Preferred Stock Common Stock 2587020 I See footnote Each share of Common Stock will be reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock. Consists of securities held of record by Khosla Ventures III, L.P. ("KV III"), of which Khosla Ventures Associates III, LLC ("KVA III") is the general partner. Vinod Khosla is the managing member of VK Services, LLC ("VK Services"), which is the manager of KVA III. Each of KVA III, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such shares, and each of KVA III, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such shares. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. The Series A Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series A Preferred Stock will be converted into shares of Common Stock. The Series B-2 Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series B-2 Preferred Stock will be converted into shares of Common Stock. The Series C Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series C Preferred Stock will be converted into shares of Common Stock. Exhibit List Exhibit 24 - Power of Attorney /s/ Tamara L. Tompkins, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates III, LLC, in its capacity as general partner of Khosla Ventures III, L.P. 2015-11-18 /s/ Tamara L. Tompkins, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates III, LLC 2015-11-18 /s/ Tamara L. Tompkins, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC 2015-11-18 /s/ Tamara L. Tompkins, as attorney in fact for Vinod Khosla 2015-11-18 EX-24 2 attachment1.htm EX-24 DOCUMENT


        LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

     Know all by these present that the undersigned hereby makes, constitutes
and appoints each of Samir Kaul, Tammy Tompkins and Kimberly Totah, signing
singly and each acting individually, as the undersigned's true and lawful
attorney-in-fact with full power and authority as hereinafter described to:

     (1)   prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC")
a Form ID, including amendments thereto, and any other application materials
necessary or appropriate to obtain codes and passwords enabling the
undersigned to gain or maintain access to the Electronic Data Gathering,
Analysis and Retrieval system of the SEC and make electronic filings with the
SEC of reports required by Section 16(a) of the Securities Exchange Act of
1934 (the "Exchange Act") or any rule or regulation of the SEC;

     (2)   execute for and on behalf of the undersigned, in his own capacity
and in the undersigned's capacity as managing manager of VK Services, LLC,
Forms 3, 4, and 5 (including any amendments thereto) in accordance with
Section 16(a) of the Exchange Act;

     (3)   do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to prepare, complete and
execute any such Form 3, 4, or 5, or other form or report, prepare, complete
and execute any amendment or amendments thereto, and timely deliver and file
such form or report with the SEC and any stock exchange or similar authority;

     (4)   seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information regarding transactions in any of the
securities issued by entities in which any of Khosla Ventures I, L.P., Khosla
Ventures II, L.P., Khosla Ventures III, L.P., Khosla Ventures IV, L.P., Khosla
Ventures IV (CF), L.P., Khosla Ventures Seed, L.P., Khosla Ventures Seed Side
Fund, L.P., Khosla Ventures Seed B, L.P., or Khosla Ventures Seed B (CF), L.P.
has made an investment (each and any of such entities, the "Khosla Portfolio
Companies") from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such
person to release any such information to such attorney-in-fact and approves
and ratifies any such release of information; and

     (5)   take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve
in such attorney-in-fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney and
the rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming or relieving, nor is VK Services, LLC assuming
or relieving, any of the undersigned's responsibilities to comply with Section
16 of the Exchange Act.  The undersigned acknowledges that neither VK
Services, LLC nor the foregoing attorneys-in-fact assumes (i) any liability
for the undersigned's responsibility to comply with the requirements of the
Exchange Act, (ii) any liability of the undersigned for any failure to comply
with such requirements, or (iii) any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of the Exchange Act.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, or 5 with respect to the
undersigned's holdings of and transactions in securities issued by any of the
Khosla Portfolio Companies, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 6th day of August, 2013.


                                          /s/ Vinod Khosla
                                          ------------------------
                                          Signature

                                          Vinod Khosla
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                                          Print Name