0001144204-18-008531.txt : 20180214 0001144204-18-008531.hdr.sgml : 20180214 20180214122254 ACCESSION NUMBER: 0001144204-18-008531 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180214 DATE AS OF CHANGE: 20180214 GROUP MEMBERS: KPCB DGF ASSOCIATES, LLC GROUP MEMBERS: KPCB DIGITAL GROWTH FOUNDERS FUND, LLC SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89191 FILM NUMBER: 18609738 BUSINESS ADDRESS: STREET 1: 1455 MARKET STREET STREET 2: SUITE 600 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: 415-375-3176 MAIL ADDRESS: STREET 1: 1455 MARKET STREET STREET 2: SUITE 600 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KPCB Digital Growth Fund, LLC CENTRAL INDEX KEY: 0001505782 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2750 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-2750 MAIL ADDRESS: STREET 1: 2750 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G/A 1 tv485775_sc13ga.htm SCHEDULE 13G/A

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)

AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

 

(Amendment No.1)*

 

Square, Inc.
(Name of Issuer)

 

Class A Common Stock
(Title of Class of Securities)

 

852234103
(CUSIP Number)

 

December 31, 2017
(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)
     
  ¨ Rule 13d-1(c)
     
  x 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 disclosures provided in a prior cover page.

 

The information required on 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).

 

(Continued on following pages)

 

Page 1 of 8

Exhibit Index Contained on Page 7

 

 

 

 

 

 

CUSIP NO. 852234103 13 G Page 2 of 8

 

1 NAME OF REPORTING PERSONS        KPCB Digital Growth Fund, LLC (“KPCB DGF”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)      ¨      (b)      x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
5

SOLE VOTING POWER

2,739,997 shares, except that KPCB DGF Associates, LLC (“Associates”), the managing member of KPCB DGF, may be deemed to have sole power to vote these shares.

  6

SHARED VOTING POWER

See response to row 5.

  7

SOLE DISPOSITIVE POWER

2,739,997 shares, except that Associates, the managing member of KPCB DGF, may be deemed to have sole power to dispose of these shares.

  8

SHARED DISPOSITIVE POWER

See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

2,739,997
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES

¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.1%
12

TYPE OF REPORTING PERSON

 

OO

 

 

 

 

CUSIP NO. 852234103 13 G Page 3 of 8

 

1 NAME OF REPORTING PERSONS        KPCB Digital Growth Founders Fund, LLC (“KPCB DGF Founders”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)      ¨      (b)      x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
5

SOLE VOTING POWER

140,543 shares, except that Associates, the managing member of KPCB DGF Founders, may be deemed to have sole power to vote these shares.

  6

SHARED VOTING POWER

See response to row 5.

  7

SOLE DISPOSITIVE POWER

140,543 shares, except that Associates, the managing member of KPCB DGF Founders, may be deemed to have sole power to dispose of these shares.

  8

SHARED DISPOSITIVE POWER

See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

140,543
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES

¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.0%
12

TYPE OF REPORTING PERSON

 

OO

 

 

 

 

CUSIP NO. 852234103 13 G Page 4 of 8

 

1 NAME OF REPORTING PERSONS        KPCB DGF Associates, LLC
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)      ¨      (b)      x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
5

SOLE VOTING POWER

2,917,790 shares, of which 37,250 are directly owned by Associates, 2,739,997 are directly owned by KPCB DGF and 140,543 are directly owned by KPCB DGF Founders. Associates, the managing member of KPCB DGF and KPCB DGF Founders, may be deemed to have sole power to vote these shares.

  6

SHARED VOTING POWER

See response to row 5.

  7

SOLE DISPOSITIVE POWER

2,917,790 shares, of which 37,250 are directly owned by Associates, 2,739,997 are directly owned by KPCB DGF and 140,543 are directly owned by KPCB DGF Founders. Associates, the managing member of KPCB DGF and KPCB DGF Founders, may be deemed to have sole power to dispose of these shares.

  8

SHARED DISPOSITIVE POWER

See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

2,917,790
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES

¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.1%
12

TYPE OF REPORTING PERSON

 

OO

 

 

 

 

CUSIP NO. 852234103 13 G Page 5 of 8

 

This Amendment No. 1 amends the Statement on Schedule 13G previously filed by KPCB Digital Growth Fund, LLC, a Delaware limited liability company, KPCB Digital Growth Founders Fund, LLC, a Delaware limited liability company, and KPCB DGF Associates, a Delaware limited liability company. The foregoing entities are collectively referred to as the “Reporting Persons.” Only those items as to which there has been a change are included in this Amendment No. 1.

 

ITEM 4. OWNERSHIP
   
  The following information with respect to the ownership of the ordinary shares of the Issuer by the persons filing this Statement is provided as of December 31, 2017:

 

  (a) Amount beneficially owned:
     
    See Row 9 of cover page for each Reporting Person.
     
  (b) Percent of Class:
     
    See Row 11 of cover page for each Reporting Person.
     
  (c) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote:
     
    See Row 5 of cover page for each Reporting Person.
     
  (ii) Shared power to vote or to direct the vote:
     
    See Row 6 of cover page for each Reporting Person.
     
  (iii) Sole power to dispose or to direct the disposition of:
     
    See Row 7 of cover page for each Reporting Person.
     
  (iv) Shared power to dispose or to direct the disposition of:
     
    See Row 8 of cover page for each Reporting Person.

 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  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:  x  Yes

 

 

 

 

CUSIP NO. 852234103 13 G Page 6 of 8

 

SIGNATURES

 

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.

 

Date: February 12, 2018

 

  KPCB DIGITAL GROWTH FUND, LLC, a Delaware limited liability company
   
  By: KPCB DGF ASSOCIATES, LLC, a Delaware limited liability company, its managing member
     
  By: /s/ Susan Biglieri
    Susan Biglieri
    Chief Financial Officer
     
  KPCB DIGITAL GROWTH FOUNDERS FUND, LLC, a Delaware limited liability company
   
  By: KPCB DGF ASSOCIATES, LLC, a Delaware limited liability company, its managing member
 
 
     
  By: /s/ Susan Biglieri
    Susan Biglieri
    Chief Financial Officer
     
  KPCB DGF ASSOCIATES, LLC, a Delaware limited liability company
     
  By: /s/ Susan Biglieri
    Susan Biglieri
    Chief Financial Officer

 

 

 

 

CUSIP NO. 852234103 13 G Page 7 of 8

 

EXHIBIT INDEX

 

    Found on
Sequentially
Exhibit   Numbered Page
     
Exhibit A:  Agreement of Joint Filing   8

 

 

 

 

CUSIP NO. 852234103 13 G Page 8 of 8

 

exhibit A

 

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

 

Date: February 12, 2016

 

 

KPCB DIGITAL GROWTH FUND, LLC, a Delaware limited liability company

   
 

By: KPCB DGF ASSOCIATES, LLC, a Delaware limited liability company, its managing member

     
  By: /s/ Paul Vronsky
    Paul Vronsky
    General Counsel
     
 

KPCB DIGITAL GROWTH FOUNDERS FUND, LLC, a Delaware limited liability company

   
 

By: KPCB DGF ASSOCIATES, LLC, a Delaware limited liability company, its managing member

     
  By: /s/ Paul Vronsky
    Paul Vronsky
    General Counsel
     
 

KPCB DGF ASSOCIATES, LLC, a Delaware limited liability company

     
  By: /s/ Paul Vronsky
    Paul Vronsky
    General Counsel