Sec Form 13G Filing - GENERAL ATLANTIC L.P. filing for Squarespace Inc. (SQSP) - 2024-02-13

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)*

 

Squarespace, Inc.

(Name of Issuer)
 

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)
 

85225A107

(CUSIP Number)
 

December 31, 2023

(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)
  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).

 

 

 

  

 

 

CUSIP No. 85225A107 SCHEDULE 13G Page 2 of 23

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

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

 

0

6

SHARED VOTING POWER

 

15,586,169

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

15,586,169

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

15,586,169(1)

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

16.7%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 

 

1 Includes 16,751 shares of Class A common stock that were issued upon the settlement of restricted stock units granted to Anton J. Levy, who is an employee of General Atlantic Service Company, L.P. (“GASC”) and director of Squarespace, Inc. and holds the securities solely for the benefit of GASC, which is controlled by the Management Committee (as defined below).

 

  

 

 

CUSIP No. 85225A107 SCHEDULE 13G Page 3 of 23

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic Partners 93, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

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

 

0

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

 
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

 

PN

 

 

 

  

 

 

CUSIP No. 85225A107 SCHEDULE 13G Page 4 of 23

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic Partners 100, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

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

 

0

6

SHARED VOTING POWER

 

15,569,418

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

15,569,418

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

15,569,418

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

16.7%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 

  

 

 

CUSIP No. 85225A107 SCHEDULE 13G Page 5 of 25

 

 

1

NAME OF REPORTING PERSON

 

GAPCO GmbH & Co. KG

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

3

SEC USE ONLY

 

 

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Germany

 

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

 
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

 

PN

 

 

  

 

 

CUSIP No. 85225A107 SCHEDULE 13G Page 6 of 23

 

 

1

NAME OF REPORTING PERSON

 

GAP Coinvestments III, LLC

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

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

 

0

6

SHARED VOTING POWER

 

15,569,418

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

15,569,418

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

15,569,418

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

16.7%

 
12

TYPE OF REPORTING PERSON

 

OO

 

 

  

 

 

CUSIP No. 85225A107 SCHEDULE 13G Page 7 of 23

 

 

1

NAME OF REPORTING PERSON

 

GAP Coinvestments IV, LLC

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

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

 

0

6

SHARED VOTING POWER

 

15,569,418

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

15,569,418

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

15,569,418

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

16.7%

 
12

TYPE OF REPORTING PERSON

 

OO

 

 

  

 

 

CUSIP No. 85225A107 SCHEDULE 13G Page 8 of 23

 

 

1

NAME OF REPORTING PERSON

 

GAP Coinvestments V, LLC

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

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

 

0

6

SHARED VOTING POWER

 

15,569,418

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

15,569,418

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

15,569,418

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

16.7%

 
12

TYPE OF REPORTING PERSON

 

OO

 

 

  

 

 

CUSIP No. 85225A107 SCHEDULE 13G Page 9 of 23

 

 

1

NAME OF REPORTING PERSON

 

GAP Coinvestments CDA, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

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

 

0

6

SHARED VOTING POWER

 

15,569,418

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

15,569,418

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

15,569,418

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

16.7%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 

  

 

 

CUSIP No. 85225A107 SCHEDULE 13G Page 10 of 23

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic (SPV) GP, LLC

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

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

 

0

6

SHARED VOTING POWER

 

15,569,418

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

15,569,418

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

15,569,418

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

16.7%

 
12

TYPE OF REPORTING PERSON

 

OO

 

 

  

 

 

CUSIP No. 85225A107 SCHEDULE 13G Page 11 of 23

 

 

1

NAME OF REPORTING PERSON

 

GAPCO Management GmbH

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

3

SEC USE ONLY

 

 

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Germany

 

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

 
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

 

CO

 

 

  

 

 

CUSIP No. 85225A107 SCHEDULE 13G Page 12 of 23

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic GenPar, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

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

 

0

6

SHARED VOTING POWER

 

15,569,418

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

15,569,418

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

15,569,418

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

16.7%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 

  

 

 

CUSIP No. 85225A107 SCHEDULE 13G Page 13 of 23

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic (SQRS) LP

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

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

 

0

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

 
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

 

PN

 

 

  

 

 

CUSIP No. 85225A107 SCHEDULE 13G Page 14 of 23

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic (SQRS II), LP

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

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

 

0

6

SHARED VOTING POWER

 

15,569,418

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

15,569,418

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

15,569,418

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

16.7%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 

  

 

 

CUSIP No. 85225A107 SCHEDULE 13G Page 15 of 23

 

 

Item 1. (a) NAME OF ISSUER
     
 

Squarespace, Inc. (the “Company”).

     
  (b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
     
 

225 Varick Street, 12th Floor, New York, New York 10014

     
Item 2. (a) NAMES OF PERSONS FILING

 

 

This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

     
  (i) General Atlantic, L.P. (“GA LP”);
     
  (ii) General Atlantic Partners 93, L.P. (“GAP 93”);
     
  (iii) General Atlantic Partners 100, L.P. (“GAP 100”);
     
  (iv) GAPCO GmbH & Co. KG (“GAPCO GmbH”);
     
  (v) GAP Coinvestments III, LLC (“GAPCO III”);
     
  (vi) GAP Coinvestments IV, LLC (“GAPCO IV”);
     
  (vii) GAP Coinvestments V, LLC (“GAPCO V”);
     
  (viii) GAP Coinvestments CDA, L.P. (“GAPCO CDA”);
     
  (ix) General Atlantic (SPV) GP, LLC (“GA SPV”);
     
  (x) GAPCO Management GmbH (“GAPCO Management”);
     
  (xi) General Atlantic GenPar, L.P. (“GA GenPar”);
     
  (xii) General Atlantic (SQRS) LP (“GA SQRS”); and
     
  (xiii) General Atlantic (SQRS II), LP (“GA SQRS II”).
     
  GAP 93, GAP 100, GAPCO GmbH, GAPCO III, GAPCO IV, GAPCO V, GAPCO CDA, GA SQRS and GA SQRS II are collectively referred to as the “GA Funds.”

 

 

 

 

CUSIP No. 85225A107 SCHEDULE 13G Page 16 of 23

 

 

  (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE
     
 

The address of GA LP, GAP 93, GAP 100, GAPCO III, GAPCO IV, GAPCO V, GAPCO CDA, GA SPV, GA GenPar, GA SQRS and GA SQRS II is c/o General Atlantic Service Company, L.P., 55 East 52nd Street, 33rd Floor, New York, NY 10055. The address of GAPCO GmbH and GAPCO Management is c/o General Atlantic GmbH, Luitpoldblock, Amiraplatz 3, 80333 München, Germany.

     
  (c) CITIZENSHIP

 

  (i) GA LP - Delaware
     
  (ii) GAP 93 - Delaware
     
  (iii) GAP 100 - Delaware
     
  (iv) GAP GmbH - Germany
     
  (v) GAPCO III - Delaware
     
  (vi) GAPCO IV - Delaware
     
  (vii) GAPCO V - Delaware
     
  (viii) GAPCO CDA - Delaware
     
  (ix) GA SPV - Delaware
     
  (x) GAPCO Management - Germany
     
  (xi) GA GenPar - Delaware
     
  (xii) GA SQRS - Delaware
     
  (xiii) GA SQRS II- Delaware

 

  (d) TITLE OF CLASS OF SECURITIES
     
  Class A common stock, par value $0.0001 per share (the “Class A common stock”).
     
  (e) CUSIP NUMBER
     
  85225A107

 

 

 

 

CUSIP No. 85225A107 SCHEDULE 13G Page 17 of 23

 

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS:
   
  Not applicable.
   
Item 4. OWNERSHIP
   
 

As of December 31, 2023, the Reporting Persons owned the following number of shares of the Company’s Class A common stock:

 

  (i) GA LP owned of record no shares of Class A common stock or 0.0% of the issued and outstanding shares of Class A common stock
     
  (ii) GAP 93 owned of record no shares of Class A common stock or 0.0% of the issued and outstanding shares of Class A common stock
     
  (iii) GAP 100 owned of record no shares of Class A common stock or 0.0% of the issued and outstanding shares of Class A common stock
     
  (iv) GAPCO GmbH owned of record no shares of Class A common stock or 0.0% of the issued and outstanding shares of Class A common stock
     
  (v) GAPCO III owned of record no shares of Class A common stock or 0.0% of the issued and outstanding shares of Class A common stock
     
  (vi) GAPCO IV owned of record no shares of Class A common stock or 0.0% of the issued and outstanding shares of Class A common stock
     
  (vii) GAPCO V owned of record no shares of Class A common stock or 0.0% of the issued and outstanding shares of Class A common stock
     
  (viii) GAPCO CDA owned of record no shares of Class A common stock or 0.0% of the issued and outstanding shares of Class A common stock
     
  (ix) GA SPV owned of record no shares of Class A common stock or 0.0% of the issued and outstanding shares of Class A common stock
     
  (x) GAPCO Management owned of record no shares of Class A common stock or 0.0% of the issued and outstanding shares of Class A common stock
     
  (xi) GA GenPar owned of record no shares for Class A common stock or 0.0% of the issued and outstanding shares of Class A common stock
     
  (xii) GA SQRS owned of record no shares of Class A common stock or 0.0% of the issued and outstanding shares of Class A common stock
     
  (xiii) GA SQRS II owned of record 10,611,073 shares of Class A common stock and owned of record 4,958,345 shares of Class B common stock, par value $0.0001 per share, each convertible at any time at the option of the holder into one share of Class A common stock or 16.7% of the issued and outstanding shares of Class A common stock

 

 

 

 

CUSIP No. 85225A107 SCHEDULE 13G Page 18 of 23

 

 

 

GAP 93, GAPCO III, GAPCO IV, GAPCO V, GAPCO GmbH and GAPCO CDA share beneficial ownership of the shares of Class A common stock held by GA SQRS. GAPCO III, GAPCO IV, GAPCO V, GAPCO CDA and GAP 100 share beneficial ownership of the shares of Class A common stock held by GA SQRS II. The general partner of each of GA SQRS and GA SQRS II is GA SPV. The general partner of GAP 100 and GAP 93 is GA GenPar and the general partner of GA GenPar is GA LP. GA LP, which is controlled by the Management Committee of GASC MGP, LLC (the “Management Committee”), is the managing member of GAPCO III, GAPCO IV and GAPCO V, the general partner of GAPCO CDA and is the sole member of GA SPV. The general partner of GAPCO GmbH is GAPCO Management. The Management Committee controls the investment and voting decisions of GAPCO Management. By virtue of the foregoing, GAP 93, GAPCO III, GAPCO IV, GAPCO V, GAPCO GmbH, GAPCO CDA, GA SPV, GA GenPar, GA LP and GAPCO Management may be deemed to share voting power and the power to direct the disposition of the shares that GA SQRS owns of record and GAPCO III, GAPCO IV, GAPCO V, GAPCO CDA and GAP 100, GA SPV, GA GenPar and GA LP may be deemed to share voting power and the power to direct the disposition of the shares that GA SQRS II owns of record. Each of the members of the Management Committee disclaims ownership of the shares of Class A common stock reported herein except to the extent that he has a pecuniary interest therein. The name, the address and the citizenship of each of the members of the Management Committee as of the date hereof is attached hereto as Schedule A and is hereby incorporated by reference.

 

Anton J. Levy, an employee of GASC and director of Squarespace, Inc., holds 16,751 shares of Class A common stock that were issued upon the settlement of restricted stock units granted to him and holds the securities solely for the benefit of GASC, which is controlled by the Management Committee.

 

Pursuant to a Voting and Support Agreement, dated as of May 10, 2021 (the “Voting and Support Agreement”), among GA SQRS, GA SQRS II (together with each of their respective related parties, “GA”), Anthony Casalena (the “Founder”), the Company and the other individuals and entities from time to time party thereto, the Founder has agreed to certain arrangements with respect to the shares of Class A common stock and Class B common stock held by the Founder and certain entities affiliated with the Founder, including to vote to elect the individual nominated by GA to the Company’s board of directors in accordance with the terms of the Voting and Support Agreement.

 

By virtue of the Voting and Support Agreement and the obligations and rights thereunder, the Reporting Persons in this Schedule 13G, the Founder and/or certain of their affiliates may be deemed to constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. Based on the Founder’s Schedule 13G amendment filed with the U.S. Securities and Exchange Commission on February 13, 2024, such a “group” would be deemed to beneficially own an aggregate of 62,629,053 shares of common stock, or 46.1% of the Company’s outstanding shares of common stock calculated pursuant to Rule 13d-3. The Reporting Persons expressly disclaim the formation of a group and beneficial ownership over any shares of common stock that they may be deemed to beneficially own solely by reason of the Voting and Support Agreement. This Schedule 13G does not reflect any shares of common stock beneficially owned by the Founder.

 

Amount Beneficially Owned:

By virtue of the relationship described above, each of the Reporting Persons may be deemed to beneficially own the shares of Class A common stock indicated on row (9) on such Reporting Person’s cover page included herein.

 

Percentage Owned:

All calculations of percentage ownership herein are based on an aggregate of 93,083,612 shares of Class A common stock outstanding, consisting of (i) 88,125,267 shares of Class A common stock reported to be outstanding as of November 1, 2023, as reported in the Company’s prospectus filed under Rule 424(b)(7), filed with the U.S. Securities and Exchange Commission on November 17, 2023, and (ii) 4,958,345 shares of Class A common stock issuable upon conversion of the Class B common stock held by GA SQRS II.

 

 

 

 

CUSIP No. 85225A107 SCHEDULE 13G Page 19 of 23

 

 

  Number of Shares as to Which Such Person Has Sole/Shared Power to Vote or to Direct the Vote and Sole/Shared Power to Dispose or to Direct the Disposition of:

 

  (i) Each of the Reporting Persons may be deemed to have the sole power to direct the voting and dispositions of the shares of Class A common stock as indicated on such Reporting Person’s cover page included herein.
     
  (ii) Each of the Reporting Persons may be deemed to share the power to direct the voting and dispositions of the shares of Class A common stock as indicated on such Reporting Person’s cover page included herein.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  Not applicable.
   
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
   
  Not applicable.
   
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
 

See Item 2, which states the identity of the members of the group filing this Schedule 13G.

   
Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.
   
Item 10. CERTIFICATION
   
  Not applicable.

 

  

 

 

CUSIP No. 85225A107 SCHEDULE 13G Page 20 of 23

 

 

Exhibit Index

 

Exhibit 1:

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed).

 

 

 

 

 

 

 

CUSIP No. 85225A107 SCHEDULE 13G Page 21 of 23

 

 

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.

 

Dated as of February 13, 2024

 

  GENERAL ATLANTIC, L.P.  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  

 

 

  GENERAL ATLANTIC PARTNERS 93, L.P.  
       
  By: GENERAL ATLANTIC GENPAR, L.P., its general partner  
       
  By: GENERAL ATLANTIC, L.P., its general partner  
       
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  

 

 

  GENERAL ATLANTIC PARTNERS 100, L.P.  
       
  By: GENERAL ATLANTIC GENPAR, L.P., its general partner  
       
  By: GENERAL ATLANTIC, L.P., its general partner  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  

 

  

 

 

CUSIP No. 85225A107 SCHEDULE 13G Page 22 of 23

 

 

GAPCO GmbH & CO. KG

 
       
  By: GAPCO MANAGEMENT GmbH, its general partner  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
     
     
  GAP COINVESTMENTS III, LLC  
       
  By: GENERAL ATLANTIC, L.P., its managing member  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  

 

 

  GAP COINVESTMENTS IV, LLC  
       
  By: GENERAL ATLANTIC, L.P., its managing member  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
     
     
  GAP COINVESTMENTS V, LLC  
       
  By: GENERAL ATLANTIC, L.P., its managing member  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
     
     
 

GAP COINVESTMENTS CDA, L.P.

 
       
  By: GENERAL ATLANTIC, L.P., its general partner  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  

 

 

 

 

CUSIP No. 85225A107 SCHEDULE 13G Page 23 of 23

 

 

  GENERAL ATLANTIC (SPV) GP, LLC  
       
  By: GENERAL ATLANTIC, L.P., its sole member  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
     
     
  GAPCO MANAGEMENT GmbH  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Directo r  

 

 

 

 

GENERAL ATLANTIC GENPAR, L.P.

 
  By: GENERAL ATLANTIC, L.P., its general partner  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
     
     
  GENERAL ATLANTIC (SQRS) LP  
       
  By: GENERAL ATLANTIC (SPV) GP, LLC, its general partner  
       
  By: GENERAL ATLANTIC, L.P., its sole member  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
     
     
  GENERAL ATLANTIC (SQRS II) LP  
       
  By: GENERAL ATLANTIC (SPV) GP, LLC, its general partner  
       
  By: GENERAL ATLANTIC, L.P., its sole member  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  

 

 

 

 

SCHEDULE A

 

Members of the Management Committee (as of the date hereof)

 

Name Address Citizenship

William E. Ford

(Chief Executive Officer)

55 East 52nd Street

33rd Floor

New York, New York 10055

United States
Gabriel Caillaux

23 Savile Row

London W1S 2ET

United Kingdom

France
Andrew Crawford

55 East 52nd Street

33rd Floor

New York, New York 10055

United States
Martin Escobari

55 East 52nd Street

33rd Floor

New York, New York 10055

Bolivia and Brazil
Anton J. Levy

55 East 52nd Street

33rd Floor

New York, New York 10055

United States
Sandeep Naik

Marina Bay Financial Centre Tower 1

8 Marina Boulevard, #17-02

018981, Singapore

United States
J. Albert Smith

535 Madison Ave,

31st Floor

New York, New York 10022

United States
Graves Tompkins

55 East 52nd Street

33rd Floor

New York, New York 10055

United States
Lance D. G. Uggla

23 Savile Row

London W1S 2ET

United Kingdom

United Kingdom and Canada
N. Robbert Vorhoff

55 East 52nd Street

33rd Floor

New York, New York 10055

United States
Eric Zhang

Suite 5704-5706, 57F

Two IFC, 8 Finance Street

Central, Hong Kong, China

Hong Kong SAR