Sec Form 4 Filing - Rizvi Traverse Management, LLC @ Square, Inc. - 2016-05-06

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) 05/06/2016 (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 Class A Common Stock 05/06/2016 C 87,420 A $ 0 87,420 I See footnote ( 1 ) Class A Common Stock 05/06/2016 C 17,560 A $ 0 17,560 I See footnote ( 2 ) Class A Common Stock 05/06/2016 C 249,500 A $ 0 249,500 I See footnote ( 3 ) Class A Common Stock 05/06/2016 C 59,250 A $ 0 59,250 I See footnote ( 4 ) Class A Common Stock 05/06/2016 C 40,210 A $ 0 40,210 I See footnote ( 5 )

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. D ate 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 ( 6 ) ( 6 ) 05/06/2016 C 87,420 ( 7 ) ( 6 ) ( 6 ) Class A Common Stock 87,420 $ 0 0 I See footnote ( 1 ) Class B Common Stock ( 6 ) ( 6 ) 05/06/2016 C 17,560 ( 7 ) ( 6 ) ( 6 ) Class A Common Stock 17,560 $ 0 0 I See footnote ( 2 ) Class B Common Stock ( 6 ) ( 6 ) 05/06/2016 C 249,500 ( 7 ) ( 6 ) ( 6 ) Class A Common Stock 249,500 $ 0 0 I See footnote ( 3 ) Class B Common Stock ( 6 ) ( 6 ) 05/06/2016 C 59,250 ( 7 ) ( 6 ) ( 6 ) Class A Common Stock 59,250 $ 0 0 I See footnote ( 4 ) Class B Common Stock ( 6 ) ( 6 ) 05/06/2016 C 40,210 ( 7 ) ( 6 ) ( 6 ) Class A Common Stock 40,210 $ 0 0 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 Opportunistic Equity Fund, L.P. 260 EAST BROWN STREET SUITE 380 BIRMINGHAM, MI48009 X Rizvi Opportunistic Equity Fund (TI), L.P. 260 EAST BROWN STREET SUITE 380 BIRMINGHAM, MI48009 X Rizvi Opportunistic Equity Fund I-B, L.P. 260 EAST BROWN STREET SUITE 380 BIRMINGHAM, MI48009 X Rizvi Opportunistic Equity Fund I-B (TI), L.P. 260 EAST BROWN STREET SUITE 380 BIRMINGHAM, MI48009 X Rizvi Traverse Partners, LLC 260 EAST BROWN STREET SUITE 380 BIRMINGHAM, MI48009 X Signatures Suhail Rizvi, Managing Director Rizvi Traverse Management, LLC 05/19/2016 Signature of Reporting Person Date John Giampetroni 05/19/2016 Signature of Reporting Person Date Suhail Rizvi 05/19/2016 Signature of Reporting Person Date Suhail Rizvi, Managing Director of Rizvi Traverse Management, LLC, the General Partner of Rizvi Opportunistic Equity Fund, L.P 05/19/2016 Signature of Reporting Person Date Suhail Rizvi, Managing Director of Rizvi Traverse Management, LLC, the General Partner of Rizvi Opportunistic Equity Fund (TI), L.P. 05/19/2016 Signature of Reporting Person Date Suhail Rizvi, Managing Director of Rizvi Traverse Management, LLC, the General Partner of Rizvi Opportunistic Equity Fund I-B, L.P. 05/19/2016 Signature of Reporting Person Date Suhail Rizvi, Managing Director of Rizvi Traverse Management, LLC, the General Partner of Rizvi Opportunistic Equity Fund I-B (TI), L.P. 05/19/2016 Signature of Reporting Person Date Suhail Rizvi, Managing Director of Rizvi Traverse Management, LLC, the Manager of Rizvi Traverse Partners, LLC 05/19/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares held directly by Rizvi Opportunistic Equity Fund, L.P. Rizvi Traverse Management, LLC (the general partner of Rizvi Opportunistic Equity Fund, L.P.), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse Management, LLC) have sole voting and investment power over the securities held by Rizvi Opportunistic Equity Fund, L.P. Such persons and entities disclaim beneficial ownership of shares held by Rizvi Opportunistic Equity Fund, L.P. 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. ( 2 )Shares held directly by Rizvi Opportunistic Equity Fund (TI), L.P. Rizvi Traverse Management, LLC (the general partner of Rizvi Opportunistic Equity Fund (TI), L.P.), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse Management, LLC) have sole voting and investment power over the securities held by Rizvi Opportunistic Equity Fund (TI), L.P. Such persons and entities disclaim beneficial ownership of shares held by Rizvi Opportunistic Equity Fund (TI), L.P. 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 )Shares held directly by Rizvi Opportunistic Equity Fund I-B, L.P. Rizvi Traverse Management, LLC (the general partner of Rizvi Opportunistic Equity Fund I-B, L.P.), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse Management, LLC) have sole voting and investment power over the securities held by Rizvi Opportunistic Equity Fund I-B, L.P. Such persons and entities disclaim beneficial ownership of shares held by Rizvi Opportunistic Equity Fund I-B, L.P. 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. ( 4 )Shares held directly by Rizvi Opportunistic Equity Fund I-B (TI), L.P. Rizvi Traverse Management, LLC (the general partner of Rizvi Opportunistic Equity Fund I-B (TI), L.P.), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse Management, LLC) have sole voting and investment power over the securities held by Rizvi Opportunistic Equity Fund I-B (TI), L.P. Such persons and entities disclaim beneficial ownership of shares held by Rizvi Opportunistic Equity Fund I-B (TI), L.P. 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 Rizvi Traverse Partners, LLC. Rizvi Traverse Management, LLC (the manager of Rizvi Traverse Partners, LLC), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse Management, LLC) have sole voting and investment power over the securities held by Rizvi Traverse Partners, LLC. Such persons and entities disclaim beneficial ownership of shares held by Rizvi Traverse Partners, 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 )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. ( 7 )The holder elected to convert the shares of Class B Common Stock into Class A Common Stock.

Remarks: This report is filed as one of two 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; and RT SQ Co-Invest, LLC.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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