Sec Form 4 Filing - McKelvey James Morgan Jr. @ Square, Inc. - 2016-09-12

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
McKelvey James Morgan Jr.
2. Issuer Name and Ticker or Trading Symbol
Square, Inc. [ SQ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1455 MARKET STREET, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
09/12/2016
(Street)
SAN FRANCISCO, CA94103
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 09/12/2016 C( 1 ) 330,697 A $ 0 424,837 D
Class A Common Stock 09/12/2016 S( 2 ) 330,697 D $ 11.28 ( 3 ) 94,140 D
Class A Common Stock 09/13/2016 C( 1 ) 69,303 A $ 0 163,443 D
Class A Common Stock 09/13/2016 S( 2 ) 69,303 D $ 11.22 ( 4 ) 94,140 D
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 ( 5 ) ( 5 ) 09/12/2016 C( 1 ) 330,697 ( 5 ) ( 5 ) Class A Common Stock 330,697 $ 0 4,538,327 D
Class B Common Stock ( 5 ) ( 5 ) 09/13/2016 C( 1 ) 69,303 ( 5 ) ( 5 ) Class A Common Stock 69,303 $ 0 4,469,024 D
Class B Common Stock ( 5 ) ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 21,876,096 21,876,096 I See footnote ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McKelvey James Morgan Jr.
1455 MARKET STREET
SUITE 600
SAN FRANCISCO, CA94103
X X
Signatures
/s/ Jason Gao, Attorney-in-Fact 09/14/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the conversion of Class B Common Stock into Class A Common Stock held of record by the Reporting Person.
( 2 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
( 3 )The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $11.10 to $11.34 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, 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 range set forth in this footnote.
( 4 )The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $11.13 to $11.38 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, 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 range set forth in this footnote.
( 5 )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.
( 6 )The shares are held of record by the James McKelvey, Jr. Revocable Trust dated July 2, 2014, for which the Reporting Person serves as a trustee.

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).

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