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Sec Form 4 Filing - Khosla Ventures III L.P. @ Square Inc. - 2016-11-28

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Khosla Ventures III, L.P.
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)
(Last)
(First)
(Middle)
2128 SAND HILL ROAD
3. Date of Earliest Transaction (MM/DD/YY)
11/28/2016
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Class A Common Stock 11/28/2016 C( 1 ) 689,000 A $ 0 ( 1 ) 689,000 I See Footnote ( 2 )
Class A Common Stock 11/28/2016 S 689,000 D $ 12.73 ( 3 ) 0 I See Footnote ( 2 )
Class A Common Stock 11/29/2016 C( 1 ) 6,311,000 A $ 0 ( 1 ) 6,311,000 I See Footnote ( 2 )
Class A Common Stock 11/29/2016 S 960,000 D $ 12.6 ( 4 ) 5,351,000 I See Footnote ( 2 )
Class A Common Stock 11/30/2016 S 351,000 D $ 12.76 ( 5 ) 5,000,000 I See Footnote ( 2 )
Class A Common Stock 11/30/2016 J( 6 ) 5,000,000 D $ 0 0 I See Footnote ( 2 )
Class A Common Stock 11/30/2016 J( 6 ) 454,545 A $ 0 454,545 I See Footnote ( 8 )
Class A Common Stock 11/30/2016 J( 7 ) 454,545 D $ 0 0 I See Footnote ( 8 )
Class A Common Stock 11/30/2016 J( 7 ) 439,545 A $ 0 439,545 I See Footnote ( 9 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock ( 10 ) 11/28/2016 C( 1 ) 689,000 ( 10 ) ( 10 ) Class A Common Stock 689,000 ( 10 ) 49,833,780 I See Footnote ( 2 )
Class B Common Stock ( 10 ) 11/29/2016 C( 1 ) 6,311,000 ( 10 ) ( 10 ) Class A Common Stock 6,311,000 ( 10 ) 43,522,780 I See Footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Khosla Ventures III, L.P.
2128 SAND HILL ROAD
MENLO PARK, CA94025
X
Khosla Ventures Associates III, LLC
2128 SAND HILL ROAD
MENLO PARK, CA94025
X
VK Services, LLC
2128 SAND HILL ROAD
MENLO PARK, CA94025
X
KHOSLA VINOD
2128 SAND HILL ROAD
MENLO PARK, CA94025
X
Signatures
/s/ John J. Demeter, 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. 11/30/2016
** Signature of Reporting Person Date
/s/ John J. Demeter, 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 11/30/2016
** Signature of Reporting Person Date
/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC 11/30/2016
** Signature of Reporting Person Date
/s/ John J. Demeter, as attorney in fact for Vinod Khosla 11/30/2016
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to a conversion exempt under Rule 16b-6(b), shares of Class B Common Stock were automatically converted into shares of Class A Common Stock on a one-for-one basis.
( 2 )Consists of securities held of record by Khosla Ventures III, LP ("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 securities, and each of KVA III, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $12.51 to $12.84, inclusive. Each reporting person undertakes to provide Square, Inc., any security holder of Square, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.
( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $12.48 to $12.67, inclusive. Each reporting person undertakes to provide Square, Inc., any security holder of Square, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form 4.
( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $12.48 to $12.89, inclusive. Each reporting person undertakes to provide Square, Inc., any security holder of Square, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (5) to this Form 4.
( 6 )On November 30, 2016, 5,000,000 shares of Class A Common Stock held by KV III were distributed to the limited partners and general partners of KV III.
( 7 )On November 30, 2016, 454,545 shares of Class A Common Stock held by KVA III were distributed to the general partners of KVA III.
( 8 )Consists of securities held of record by KVA III. Vinod Khosla is the managing member of 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 securities, and each of KVA III, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
( 9 )Consists of securities held of record by VK Services. Vinod Khosla is the managing member of VK Services. Each of VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities, and each of VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
( 10 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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