Sec Form 4 Filing - Rizvi Traverse Management, LLC @ Square, Inc. - 2015-11-24

Insider filing report for Changes in Beneficial Ownership
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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
Rizvi Traverse Management, LLC
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)
260 EAST BROWN STREET, SUITE 380
3. Date of Earliest Transaction (MM/DD/YY)
11/24/2015
(Street)
BIRMINGHAM, MI48009
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
Common Stock 11/24/2015 C 999,998 A 999,998 I See footnote ( 2 )
Common Stock 11/24/2015 J( 3 ) 999,998 D 0 I See footnote ( 2 )
Common Stock 11/24/2015 J( 3 ) 902,150 D 0 I See footnote ( 4 )
Common Stock 11/24/2015 J( 3 ) 628,960 D 0 I See footnote ( 5 )
Class A Common Stock 11/24/2015 P 750,000 A $ 9 750,000 I See footnote ( 6 )
Class A Common Stock 11/24/2015 J( 7 ) 750,000 D $ 0 0 I See footnote ( 6 )
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
Series E Preferred Stock ( 1 ) 11/24/2015 C 485,014 ( 1 ) ( 1 ) Common Stock 999,998 $ 0 0 I See footnote ( 2 )
Class B Common Stock ( 3 ) ( 8 ) ( 8 ) 11/24/2015 J( 3 ) 999,998 ( 8 ) ( 8 ) Class A Common Stock 999,998 $ 0 999,998 I See footnote ( 2 )
Class B Common Stock ( 3 ) ( 8 ) ( 8 ) 11/24/2015 J( 3 ) 902,150 ( 8 ) ( 8 ) Class A Common Stock 902,150 $ 0 902,150 I See footnote ( 4 )
Class B Common Stock ( 3 ) ( 8 ) ( 8 ) 11/24/2015 J( 3 ) 628,960 ( 8 ) ( 8 ) Class A Common Stock 628,960 $ 0 628,960 I See footnote ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rizvi Traverse Management, LLC
260 EAST BROWN STREET
SUITE 380
BIRMINGHAM, MI48009
X
Giampetroni John
260 EAST BROWN STREET
SUITE 380
BIRMINGHAM, MI48009
X
RIZVI SUHAIL
260 EAST BROWN STREET
SUITE 380
BIRMINGHAM, MI48009
X
Rizvi Traverse CI GP, LLC
260 EAST BROWN STREET
SUITE 380
BIRMINGHAM, MI48009
X
RT-SQ Secondary, LLC
260 EAST BROWN STREET
SUITE 380
BIRMINGHAM, MI48009
X
RT SQ Co-Invest II LLC
260 EAST BROWN STREET
SUITE 380
BIRMINGHAM, MI48009
X
RT-SQ TS, LLC
260 EAST BROWN STREET
SUITE 380
BIRMINGHAM, MI48009
X
RT SQ Special Opportunities, LLC
260 EAST BROWN STREET
SUITE 380
BIRMINGHAM, MI48009
X
Signatures
Suhail Rizvi, Managing Director, Rizvi Traverse Management, LLC 11/24/2015
Signature of Reporting Person Date
John Giampetroni 11/24/2015
Signature of Reporting Person Date
Suhail Rizvi 11/24/2015
Signature of Reporting Person Date
Suhail Rizvi, Managing Director, Rizvi Traverse CI GP, LLC 11/24/2015
Signature of Reporting Person Date
Suhail Rizvi, Managing Director of Rizvi Traverse CI GP, LLC, the Manager of RT SQ Secondary, LLC 11/24/2015
Signature of Reporting Person Date
Suhail Rizvi, Managing Director of Rizvi Traverse CI GP, LLC, the Manager of RT SQ Co-Invest II, LLC 11/24/2015
Signature of Reporting Person Date
Suhail Rizvi, Managing Director of Rizvi Traverse CI GP, LLC, the Manager of RT-SQ TS, LLC 11/24/2015
Signature of Reporting Person Date
Suhail Rizvi, Managing Director of Rizvi Traverse CI GP, LLC, the Manager of RT SQ Special Opportunities, LLC 11/24/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series E Preferred Stock automatically converted into Common Stock on a 1:2.0618 basis immediately prior to the closing of the Issuer's initial public offering, and had no expiration date.
( 2 )Shares held directly by RT SQ Co-Invest II, LLC. Rizvi Traverse CI GP, LLC (the manager of RT SQ Co-Invest II, LLC), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse CI GP, LLC) have sole voting and investment power over the securities held by RT SQ Co-Invest II, LLC. Such persons and entities disclaim beneficial ownership of shares held by RT SQ Co-Invest II, LLC except to the extent of any 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 )Shares held directly by RT SQ Secondary, LLC. Rizvi Traverse CI GP, LLC (the manager of RT SQ Secondary, LLC), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse CI GP, LLC) have sole voting and investment power over the securities held by RT SQ Secondary, LLC. Such persons and entities disclaim beneficial ownership of shares held by RT SQ Secondary, LLC except to the extent of any 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.
( 5 )Shares held directly by RT-SQ TS, LLC. Rizvi Traverse CI GP, LLC (the manager of RT-SQ TS, LLC), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse CI GP, LLC) have sole voting and shared investment power over the securities held by RT-SQ TS, LLC. Such persons and entities disclaim beneficial ownership of shares held by RT-SQ TS, LLC except to the extent of any 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.
( 6 )Shares held directly by RT SQ Special Opportunities, LLC. Rizvi Traverse CI GP, LLC (the manager of RT SQ Special Opportunities, LLC), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse CI GP, LLC) have sole voting and investment power over the securities held by RT SQ Special Opportunities, LLC. Such persons and entities disclaim beneficial ownership of shares held by RT SQ Special Opportunities, LLC except to the extent of any 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.
( 7 )The transaction reported on this line represents a pro rata liquidating distribution, and not a purchase or sale of securities, by RT SQ Special Opportunities, LLC, to its members without consideration.
( 8 )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:
This report is filed as one of three to report related transactions for the following filers: Rizvi Traverse Management, LLC; John Giampetroni; Suhail Rizvi; Rizvi Opportunistic Equity Fund, L.P.; Rizvi Opportunistic Equity Fund (TI), L.P.; Rizvi Opportunistic Equity Fund I-B, L.P.; Rizvi Opportunistic Equity Fund I-B (TI), L.P.; Rizvi Traverse Partners, LLC; Rizvi Traverse Management II, LLC; Rizvi Opportunistic Equity Fund II, L.P.; Rizvi Traverse Partners II, LLC; RT-SQ Management, LLC; RT Spartan IV, LLC; RT SQ Co-Invest, LLC; Rizvi Traverse CI GP, LLC; RT SQ Secondary, LLC; RT SQ Co-Invest II, LLC; RT-SQ TS, LLC; and RT SQ Special Opportunities, LLC.

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